Cinemark Usa 10-Q 2013 Q3 Quarterly report

CINEMARK USA, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL

INSTRUCTION (H)(1)(a) AND (b) OF FORM 10-Q AND THEREFORE IS FILING THIS FORM

WITH THE REDUCED DISCLOSURE FORMAT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

Commission File Number: 033-47040

CINEMARK USA, INC.

(Exact name of registrant as specified in its charter)

Texas	75-2206284
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3900 Dallas Parkway Suite 500 Plano, Texas	75093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 665-1000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

As of October 31, 2013, 1,500 shares of Class A common stock and 182,648 shares of Class B common stock were issued and outstanding.

CINEMARK USA, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 (unaudited)		4
	Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012 (unaudited)		5
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012 (unaudited)		6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (unaudited)		7
	Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		39
Item 4.	Controls and Procedures		46
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		46
Item 1A.	Risk Factors		46
Item 5.	Other Information		46
Item 6.	Exhibits		51
SIGNATURES			52

2

Cautionary Statement Regarding Forward-Looking Statements

Certain matters within this Quarterly Report on Form 10Q include “forward–looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The “forward-looking statements” may include our current expectations, assumptions, estimates and projections about our business and our industry. They may include statements relating to future revenues, expenses and profitability, the future development and expected growth of our business, projected capital expenditures, attendance at movies generally or in any of the markets in which we operate, the number or diversity of popular movies released and our ability to successfully license and exhibit popular films, national and international growth in our industry, competition from other exhibitors and alternative forms of entertainment and determinations in lawsuits in which we are defendants. Forward-looking statements can be identified by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. For a description of the risk factors, please review the “Risk Factors” section or other sections in the Company’s Annual Report on Form 10-K filed March 19, 2013 and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements are expressly qualified in their entirety by such risk factors. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CINEMARK USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data, unaudited)

	September 30,			December 31,
	2013			2012
Assets
Current assets
Cash and cash equivalents	$	479,601		$	742,095
Inventories		12,324			12,571
Accounts receivable		75,335			57,122
Current income tax receivable		1,536			7,129
Current deferred tax asset		16,908			14,397
Prepaid expenses and other		14,578			11,278
Accounts receivable due from parent		4,799			—
Total current assets		605,081			844,592
Theatre properties and equipment		2,476,990			2,284,129
Less accumulated depreciation and amortization		1,059,967			979,171
Theatre properties and equipment – net		1,417,023			1,304,958
Other assets
Goodwill		1,328,842			1,150,811
Intangible assets – net		368,972			330,741
Investment in NCM		179,415			78,123
Investment in DCIP		34,924			23,012
Investment in marketable securities – RealD		8,559			13,707
Investments in and advances to affiliates		4,199			1,237
Long-term deferred tax asset		12,987			13,187
Deferred charges and other assets, net		127,517			102,044
Total other assets		2,065,415			1,712,862
Total assets	$	4,087,519		$	3,862,412
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	9,014		$	9,546
Current portion of capital lease obligations		14,173			11,064
Current income tax payable		19,079			8,891
Current deferred tax liability		—			14,900
Accounts payable and accrued expenses		281,802			292,790
Total current liabilities		324,068			337,191
Long-term liabilities
Long-term debt, less current portion		1,817,750			1,754,464
Capital lease obligations, less current portion		207,914			139,107
Long-term deferred tax liability		145,712			177,960
Long-term liability for uncertain tax positions		19,752			19,575
Deferred lease expenses		42,257			38,297
Deferred revenue – NCM		336,096			241,305
Other long-term liabilities		77,699			58,301
Total long-term liabilities		2,647,180			2,429,009
Commitments and contingencies (see Note 19)
Equity
Cinemark USA, Inc.’s stockholder’s equity:
Class A common stock, $0.01 par value: 10,000,000 shares authorized, 1,500 shares issued and outstanding		—			—
Class B common stock, no par value: 1,000,000 shares authorized, 239,893 shares issued and 182,648 shares outstanding		49,543			49,543
Treasury stock, 57,245 Class B shares at cost		(24,233	)		(24,233	)
Additional paid-in-capital		1,200,760			1,192,106
Accumulated deficit		(37,079	)		(94,425	)
Accumulated other comprehensive loss		(83,517	)		(37,698	)
Total Cinemark USA, Inc.’s stockholder’s equity		1,105,474			1,085,293
Noncontrolling interests		10,797			10,919
Total equity		1,116,271			1,096,212
Total liabilities and equity	$	4,087,519		$	3,862,412

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

CINEMARK USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Revenues
Admissions	$	479,631		$	402,440		$	1,293,528		$	1,194,306
Concession		242,257			200,112			643,399			581,346
Other		35,678			31,021			94,034			86,345
Total revenues		757,566			633,573			2,030,961			1,861,997
Cost of operations
Film rentals and advertising		254,792			214,002			692,219			636,718
Concession supplies		38,971			32,924			103,992			93,162
Salaries and wages		73,267			63,707			198,821			184,548
Facility lease expense		85,085			72,883			230,827			213,059
Utilities and other		84,723			74,336			229,835			210,419
General and administrative expenses		41,918			36,539			119,038			105,483
Depreciation and amortization		42,399			36,897			120,165			110,054
Impairment of long-lived assets		131			976			2,076			1,472
(Gain) loss on sale of assets and other		611			6,699			(2,532	)		8,004
Total cost of operations		621,897			538,963			1,694,441			1,562,919
Operating income		135,669			94,610			336,520			299,078
Other income (expense)
Interest expense		(29,478	)		(30,861	)		(96,542	)		(94,369	)
Interest income		1,569			1,396			2,966			3,656
Foreign currency exchange gain (loss)		(507	)		1,215			(847	)		1,662
Loss on early retirement of debt		—			—			(72,302	)		—
Distributions from NCM		5,622			4,673			13,418			13,090
Equity in income of affiliates		11,733			6,844			15,839			9,622
Total other expense		(11,061	)		(16,733	)		(137,468	)		(66,339	)
Income before income taxes		124,608			77,877			199,052			232,739
Income taxes		43,572			29,625			63,365			88,802
Net income	$	81,036		$	48,252		$	135,687		$	143,937
Less: Net income attributable to noncontrolling interests		726			582			1,766			1,855
Net income attributable to Cinemark USA, Inc.	$	80,310		$	47,670		$	133,921		$	142,082

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

CINEMARK USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Net income	$	81,036		$	48,252		$	135,687		$	143,937
Other comprehensive income (loss), net of tax
Unrealized gain (loss) due to fair value adjustments on interest rate swap agreements, net of taxes of $70, $48, $1,461 and $72		115			(79	)		2,481			(35	)
Unrealized gain (loss) due to fair value adjustments on available-for-sale securities, net of taxes of $3,181, $2,760, $1,933 and $459		(5,256	)		(4,601	)		(3,215	)		764
Amortization of accumulated other comprehensive loss on terminated interest rate swap agreement		—			494			—			2,470
Other comprehensive income in equity method investments		1,776			—			3,454			—
Foreign currency translation adjustments		(9,518	)		7,354			(48,759	)		(16,086	)
Total other comprehensive income (loss), net of tax		(12,883	)		3,168			(46,039	)		(12,887	)
Total comprehensive income, net of tax		68,153			51,420			89,648			131,050
Comprehensive income attributable to noncontrolling interests		(621	)		(593	)		(1,546	)		(1,673	)
Comprehensive income attributable to Cinemark USA, Inc.	$	67,532		$	50,827		$	88,102		$	129,377

The accompanying notes are an integral part of the condensed consolidated financial statements.

6

CINEMARK USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Nine months ended September 30,
	2013			2012
Operating activities
Net income	$	135,687		$	143,937
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		117,195			106,838
Amortization of intangible and other assets and favorable/unfavorable leases		2,970			3,216
Amortization of long-term prepaid rents		2,104			1,988
Amortization of debt issue costs		4,165			3,575
Amortization of deferred revenues, deferred lease incentives and other		(8,478	)		(6,890	)
Amortization of accumulated other comprehensive loss related to terminated interest rate swap agreement		—			2,470
Fair value change in interest rate swap agreements not designated as hedges		—			(761	)
Amortization of bond discount		482			692
Impairment of long-lived assets		2,076			1,472
Share based awards compensation expense		9,743			9,615
(Gain) loss on sale of assets and other		(2,532	)		8,004
Write-off of unamortized debt discount and debt issue costs related to early retirement of debt		15,688			—
Deferred lease expenses		4,038			3,327
Deferred income tax expenses		(34,087	)		6,935
Equity in income of affiliates		(15,839	)		(9,622	)
Interest paid on redemption of senior notes		(8,054	)		—
Distributions from equity investees		7,645			4,563
Changes in assets and liabilities		(54,438	)		(5,592	)
Net cash provided by operating activities		178,365			273,767
Investing activities
Additions to theatre properties and equipment		(159,488	)		(146,527	)
Proceeds from sale of theatre properties and equipment		29,880			737
Acquisition of theatre in the U.S., net of cash acquired		(259,247	)		(14,080	)
Investment in DCIP and other		(5,080	)		(1,375	)
Net cash used for investing activities		(393,935	)		(161,245	)
Financing activities
Dividends paid to parent		(76,575	)		(71,750	)
Payroll taxes paid as a result of restricted stock withholdings		(3,464	)		(3,263	)
Issuance of senior notes		530,000			—
Other short-term borrowings		1,473			—
Redemption of senior notes		(461,946	)		—
Repayments of long-term debt		(7,060	)		(9,051	)
Payment of debt issue costs		(9,328	)		—
Payments on capital leases		(8,480	)		—
Purchase of noncontrolling interest share of Adamark S.A., a Brazilian subsidiary		(5,621	)		(6,958	)
Other		2,822			39
Net cash used for financing activities		(38,179	)		(90,983	)
Effect of exchange rate changes on cash and cash equivalents		(8,745	)		(2,114	)
Increase (decrease) in cash and cash equivalents		(262,494	)		19,425
Cash and cash equivalents:
Beginning of period		742,095			521,253
End of period	$	479,601		$	540,678

Supplemental information (see Note 16)

The accompanying notes are an integral part of the condensed consolidated financial statements.

7

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

1. The Company and Basis of Presentation

Cinemark USA, Inc. and subsidiaries (the “Company”) is a leader in the motion picture exhibition industry, with theatres in the United States (“U.S.”), Brazil, Mexico, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala. The Company also managed additional theatres in the U.S., Brazil, and Colombia during the nine months ended September 30, 2013.

The accompanying condensed consolidated balance sheet as of December 31, 2012, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. Majority-owned subsidiaries that the Company has control of are consolidated while those affiliates of which the Company owns between 20% and 50% and does not control are accounted for under the equity method. Those affiliates of which the Company owns less than 20% are generally accounted for under the cost method, unless the Company is deemed to have the ability to exercise significant influence over the affiliate, in which case the Company would account for its investment under the equity method. The results of these subsidiaries and affiliates are included in the condensed consolidated financial statements effective with their formation or from their dates of acquisition. Intercompany balances and transactions are eliminated in consolidation.

These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended December 31, 2012, included in the Annual Report on Form 10-K filed March 19, 2013 by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results to be achieved for the full year.

2. New Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, an amendment to FASB ASC Topic 350, Intangibles—Goodwill and Other (“ASU 2012-02”). The update provides an entity with the option first to assess qualitative factors in determining whether it is more likely than not that the indefinite-lived intangible asset is impaired. After assessing the qualitative factors, if an entity determines that it is not more likely than not that the indefinite-lived intangible asset is impaired, the entity is not required to take further action. If an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption was permitted. The adoption of ASU 2012-02 did not have a significant impact on our condensed consolidated financial statements.

During February 2013, the FASB issued ASU 2013-02,Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 amended existing guidance by requiring additional disclosure either on the face of the income statement or in the notes to the financial statements of significant amounts reclassified out of accumulated other comprehensive income. ASU 2013-02 requires prospective adoption and affects financial statement disclosures only. For public entities, the new disclosure requirements are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a significant impact on our condensed consolidated financial statements. See Note 11 for changes in accumulated other comprehensive loss, including amounts reclassified out of accumulated other comprehensive loss, for the three and nine months ended September 30, 2013 and 2012.

8

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

3. Income Taxes

During the nine months ended September 30, 2013, the Company recorded income tax expense of approximately $63,365, which resulted in a tax rate of approximately 31.8%. The effective tax rate reflects the impact of items related to the Company’s Mexico subsidiaries.

4. Long-Term Debt Activity

Issuance of 4.875% Senior Notes Due 2023

On May 24, 2013, Cinemark USA, Inc. issued $530,000 aggregate principal amount of 4.875% senior notes due 2023, at par value (the “4.875% Senior Notes”). Proceeds, after payment of fees, were used to finance a redemption of the 8.625% Senior Notes due 2019 discussed below. Interest on the 4.875% Senior Notes is payable on June 1 and December 1 of each year, beginning December 1, 2013. The 4.875% Senior Notes mature on June 1, 2023. The Company incurred debt issue costs of approximately $8,258 in connection with the issuance.

The 4.875% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’s subsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 4.875% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior debt and senior in right of payment to all of Cinemark USA, Inc.’s and its guarantors’ existing and future senior subordinated debt. The 4.875% Senior Notes and the guarantees are effectively subordinated to all of Cinemark USA, Inc.’s and its guarantor’s existing and future secured debt to the extent of the value of the collateral securing such debt, including all borrowings under Cinemark USA, Inc.’s amended senior secured credit facility. The 4.875% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guarantee the 4.875% Senior Notes.

The indenture to the 4.875% Senior Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. Upon a change of control, as defined in the indenture, the Company would be required to make an offer to repurchase the 4.875% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 4.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if we satisfy the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances.

Prior to June 1, 2018, Cinemark USA, Inc. may redeem all or any part of the 4.875% Senior Notes at its option at 100% of the principal amount plus a make-whole premium plus accrued and unpaid interest on the 4.875% Senior Notes to the date of redemption. After June 1, 2018, Cinemark USA, Inc. may redeem the 4.875% Senior Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to June 1, 2016, Cinemark USA, Inc. may redeem up to 35% of the aggregate principal amount of the 4.875% Senior Notes from the net proceeds of certain equity offerings at the redemption price set forth in the indenture.

On June 26, 2013, Cinemark USA, Inc. and its guarantor subsidiaries filed a registration statement with the Securities and Exchange Commission (the “Commission”), pursuant to which Cinemark USA, Inc. offered to exchange the 4.875% Senior Notes for substantially identical notes registered under the Securities Act of 1933, as amended, that do not contain terms restricting the transfer thereof or providing for registration rights. The registration statement was declared effective by the Commission on July 9, 2013. On August 7, 2013, Cinemark USA, Inc. completed the exchange of registered 4.875% Senior Notes for all of the outstanding 4.875% Senior Notes.

9

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Redemption of 8.625% Senior Notes

On June 24, 2013, Cinemark USA, Inc. redeemed its $470,000 8.625% senior notes at 112.035% of the principal amount, inclusive of a make-whole premium, plus accrued and unpaid interest, utilizing the proceeds from the issuance of the Cinemark USA, Inc. 4.875% Senior Notes discussed above. As a result of the redemption, the Company wrote-off approximately $8,054 in unamortized bond discount and $7,634 in unamortized debt issue costs, paid a make-whole premium of approximately $56,564 and paid other fees of $50, all of which are reflected in loss on early retirement of debt during the nine months ended September 30, 2013.

Amended Senior Secured Credit Facility

On December 18, 2012, Cinemark USA, Inc. amended and restated its senior secured credit facility to include a seven year $700,000 term loan and a five year $100,000 revolving credit line, (the “Amended Senior Secured Credit Facility”). The proceeds from the Amended Senior Secured Credit Facility, combined with a portion of the proceeds from the 5.125% Senior Notes discussed below, were used to refinance Cinemark USA, Inc.’s former senior secured credit facility. The term loan under the Amended Senior Secured Credit Facility matures in December 2019. The revolving credit line matures in December 2017. Quarterly principal payments in the amount of $1,750 are due on the term loan through September 2019, with the remaining principal of $652,750 due on December 18, 2019.

Issuance of 5.125% Senior Notes Due 2022

On December 18, 2012, Cinemark USA, Inc. issued $400,000 aggregate principal amount of 5.125% senior notes due 2022, at par value (the “5.125% Senior Notes”). A portion of the proceeds were used to refinance a portion of the former senior secured credit facility and to fund the purchase price for the Rave Acquisition (see Note 5) and the remainder is expected to be used for general corporate purposes. Interest on the 5.125% Senior Notes is payable on June 15 and December 15 of each year. The 5.125% Senior Notes mature on December 15, 2022.

Fair Value of Long-Term Debt

The Company estimates the fair value of its long-term debt primarily using quoted market prices, which fall under Level 2 of the U.S. GAAP fair value hierarchy as defined by FASB Accounting Standards Codification (“ASC”) Topic 820-10-35,Fair Value Measurement. The carrying value of the Company’s long-term debt was $1,826,764 and $1,764,010 as of September 30, 2013 and December 31, 2012, respectively. The fair value of the Company’s long-term debt was $1,780,457 and $1,851,246 as of September 30, 2013 and December 31, 2012, respectively.

5. Acquisitions and Dispositions

Acquisition of Rave Theatres

On May 29, 2013, the Company acquired 32 theatres with 483 screens from Rave Real Property Holdco, LLC and certain of its subsidiaries, Rave Cinemas, LLC and RC Processing, LLC (collectively “Rave”) in an asset purchase for approximately $236,875 in cash plus the assumption of certain liabilities (the “Rave Acquisition”). The acquisition resulted in an expansion of the Company’s domestic theatre base into one new state and seven new markets. The transaction was subject to antitrust approval by the Department of Justice or Federal Trade Commission. The Department of Justice required the Company to agree to divest of three of the newly-acquired theatres, which occurred during August 2013 (see discussion below). The Company incurred approximately $500 in transaction costs, which are reflected in general and administrative expenses on the condensed consolidated statements of income for the nine months ended September 30, 2013.

10

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

The transaction was accounted for by applying the acquisition method. The following table represents the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date:

Theatre properties and equipment	$	102,977
Tradename		25,000
Favorable leases		17,587
Goodwill		186,418
Unfavorable leases		(30,718	)
Deferred revenue		(6,634	)
Capital lease liabilities		(61,651	)
Other assets, net of other liabilities		3,896
Total	$	236,875

The weighted average amortization period for the intangible assets acquired was approximately 14 years as of the acquisition date. The goodwill is fully deductible for tax purposes.

The following unaudited pro forma information summarizes our results of operations as if the Rave Acquisition had occurred as of January 1, 2012:

	Three Months Ended				Nine Months Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Total revenues	$	757,566	$	694,771	$	2,125,525	$	2,042,253
Income before income taxes	$	124,608	$	86,248	$	208,629	$	255,361

The Company acquired two additional theatres with 30 screens during April 2013 in two separate transactions for an aggregate purchase price of approximately $22,372 in cash plus the assumption of certain liabilities. The transactions were accounted for by applying the acquisition method. The following table represents the aggregate fair values of identifiable assets acquired and the liabilities assumed as of the acquisition date:

Theatre properties and equipment	$	17,524
Goodwill		17,409
Capital lease liability		(12,173	)
Deferred revenue		(388	)
Total	$	22,372

Disposition of Mexico Subsidiaries

During February 2013, the Company entered into a stock purchase agreement with Grupo Cinemex, S.A. De C.V. pursuant to which the Company will sell its Mexican subsidiaries, which consist of 31 theatres and 290 screens. The sales price, which will be paid in Mexican pesos and is subject to certain closing date adjustments, will be approximately $123,620, based on the exchange rate at September 30, 2013. The transaction is subject to approval by the Mexican Federal Competition Commission (the “Competition Commission”). During August 2013, the Competition Commission voted three to two to block the transaction and the Company has filed an appeal for the Competition Commission to reconsider the sale. The Company expects the Competition Commission to respond to the appeal during the fourth quarter of 2013.

Disposition of Recently Acquired Rave Theatres

In conjunction with the Rave Acquisition, the Company was required to divest of three theatres pursuant to a Hold Separate Agreement with the Department of Justice. On July 17, 2013, the Company entered into a definitive agreement to sell these three theatres to Carmike Cinemas, Inc. The transaction was approved by the Department of Justice and closed on August 16, 2013.

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CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

6. Equity

Below is a summary of changes in stockholder’s equity attributable to Cinemark USA, Inc., noncontrolling interests and total equity for the nine months ended September 30, 2013 and 2012:

	Cinemark
	USA, Inc.
	Stockholder’s			Noncontrolling			Total
	Equity			Interests			Equity
Balance at January 1, 2013	$	1,085,293		$	10,919		$	1,096,212
Purchase of noncontrolling interest’s share of Adamark S.A., a Brazilian subsidiary		(4,618	)		(1,003	)		(5,621	)
Share based awards compensation expense		9,743			—			9,743
Tax benefit related to restricted stock and restricted stock unit vesting and dividends paid on unvested stock		3,529			—			3,529
Dividends paid to parent		(76,575	)		—			(76,575	)
Dividends paid to noncontrolling interests		—			(665	)		(665	)
Net income		133,921			1,766			135,687
Fair value adjustments on interest rate swap agreements designated as hedges, net of taxes of $1,461		2,481			—			2,481
Fair value adjustments on available-for-sale securities, net of taxes of $1,933		(3,215	)		—			(3,215	)
Other comprehensive income in equity method investees		3,454			—			3,454
Foreign currency translation adjustments		(48,539	)		(220	)		(48,759	)
Balance at September 30, 2013	$	1,105,474		$	10,797		$	1,116,271

	Cinemark
	USA, Inc.
	Stockholder’s			Noncontrolling			Total
	Equity			Interests			Equity
Balance at January 1, 2012	$	1,014,531		$	10,762		$	1,025,293
Share based awards compensation expense		9,615			—			9,615
Tax benefit related to restricted stock and restricted stock unit vesting and dividends paid on unvested restricted stock		861			—			861
Dividends paid to parent		(71,750	)		—			(71,750	)
Dividends paid to noncontrolling interests		—			(706	)		(706	)
Net income		142,082			1,855			143,937
Fair value adjustments on interest rate swap agreements designated as hedges, net of taxes of $72		(35	)		—			(35	)
Amortization of accumulated other comprehensive loss on terminated swap agreement		2,470			—			2,470
Fair value adjustments on available-for-sale securities, net of taxes of $459		764			—			764
Foreign currency translation adjustments		(15,904	)		(182	)		(16,086	)
Balance at September 30, 2012	$	1,082,634		$	11,729		$	1,094,363

Purchase of Noncontrolling Interest’s Share of Adamark S.A.

During August 2013, the Company purchased the 49.9% noncontrolling interest share of one of its Brazilian subsidiaries, Adamark S.A., for approximately $5,621 in cash. Adamark S.A. owns two of the Company’s Brazilian theatres. The increase in the Company’s ownership interest in the Brazilian subsidiary was accounted for as an equity transaction in accordance with ASC Topic 810-10-45-23. The Company recorded a decrease in additional paid-in-capital of approximately $4,618, which represented the difference between the cash paid and the book value of the Brazilian subsidiary’s noncontrolling interest account. As a result of this transaction, the Company owns 100% of the shares in Adamark S.A.

12

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Below is a summary of the impact of changes in the Company’s ownership interest in its subsidiary on its equity:

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
Net income attributable to Cinemark USA, Inc.	$	80,310		$	133,921
Transfers from noncontrolling interests:
Decrease in Cinemark USA, Inc. additional paid-in-capital for the buyout of a noncontrolling interest in Brazil		(4,618	)		(4,618	)
Net transfers from non-controlling interests		(4,618	)		(4,618	)
Change from net income attributable to Cinemark USA, Inc. and transfers from noncontrolling interests	$	75,692		$	129,303

7. Investment in National CineMedia

The Company has an investment in National CineMedia, LLC (“NCM”). NCM operates a digital in-theatre network in the U.S. for providing cinema advertising and non-film events. Upon joining NCM, the Company entered into an Exhibitor Services Agreement with NCM (“ESA”), pursuant to which NCM provides advertising, promotion and event services to our theatres. As described further in Note 4 to the Company’s financial statements as included in its 2012 Annual Report on Form 10-K, on February 13, 2007, National CineMedia, Inc. (“NCM, Inc.”), an entity that serves as the sole manager of NCM, completed an initial public offering (“IPO”) of its common stock. In connection with the NCM Inc. initial public offering, the Company amended its operating agreement and the ESA. Following the NCM, Inc. IPO, the Company does not recognize undistributed equity in the earnings on its original NCM membership units (referred to herein as the Company’s Tranche 1 Investment) until NCM’s future net earnings, less distributions received, surpass the amount of the excess distribution. The Company recognizes equity in earnings on its Tranche 1 Investment only to the extent it receives cash distributions from NCM. The Company recognizes cash distributions it receives from NCM on its Tranche 1 Investment as a component of earnings as Distributions from NCM. The Company believes that the accounting model provided by ASC 323-10-35-22 for recognition of equity investee losses in excess of an investor’s basis is analogous to the accounting for equity income subsequent to recognizing an excess distribution.

Below is a summary of activity with NCM included in the Company’s condensed consolidated financial statements:

																Other
	Investment			Deferred			Distributions			Equity in			Other			Comprehensive			Cash
	in NCM			Revenue			from NCM			Earnings			Revenue			Income			Received
Balance as of January 1, 2013	$	78,123		$	(241,305	)
Receipt of common units due to annual common unit adjustment		8,869			(8,869	)	$	—		$	—		$	—		$	—		$	—
Receipt of common units due to extraordinary common unit adjustment		89,928			(89,928	)		—			—			—			—			—
Revenues earned under ESA(1)		—			—			—			—			(5,818	)		—			5,818
Receipt of excess cash distributions		(7,153	)		—			(12,091	)		—			—			—			19,244
Receipt under tax receivable agreement		(492	)		—			(1,327	)		—			—			—			1,819
Equity in earnings		8,524			—			—			(8,524	)		—			—			—
Equity in other comprehensive income		1,616			—			—			—			—			(1,616	)		—
Amortization of deferred revenue		—			4,006			—			—			(4,006	)		—			—
Balance as of and for the period ended September 30, 2013	$	179,415		$	(336,096	)	$	(13,418	)	$	(8,524	)	$	(9,824	)	$	(1,616	)	$	26,881

⁽¹⁾  Amount includes the per patron and per digital screen theatre access fees due to the Company, net of amounts due to NCM for on-screen advertising time provided to the Company’s beverage concessionaire of approximately $9,061.

13

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

During the nine months ended September 30, 2013 and 2012, the Company recorded equity earnings of approximately $8,524 and $3,574, respectively.

Pursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCM, Inc. and the Company, AMC Entertainment, Inc. (“AMC”) and Regal Entertainment Group (“Regal”), which we refer to collectively as the Founding Members, annual adjustments to the common membership units are made primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. To account for the receipt of additional common units under the Common Unit Adjustment Agreement, the Company follows the guidance in FASB ASC 323-10-35-29 (formerlyEITF 02-18, “Accounting for Subsequent Investments in an Investee after Suspension of Equity Loss Recognition”) by analogy, which also refers to AICPA Technical Practice Aid 2220.14, which indicates that if a subsequent investment is made in an equity method investee that has experienced significant losses, the investor must determine if the subsequent investment constitutes funding of prior losses. The Company concluded that the construction or acquisition of new theatres that has led to the common unit adjustments equates to making additional investments in NCM. The Company evaluated the receipt of the additional common units in NCM and the assets exchanged for these additional units and have determined that the right to use its incremental new screens would not be considered funding of prior losses. The Company accounts for these additional common units, which it refers to herein as its Tranche 2 Investment, as a separate investment than its Tranche 1 Investment. The common units received are recorded at fair value as an increase in the Company’s investment in NCM with an offset to deferred revenue. The deferred revenue is amortized over the remaining term of the ESA. The Company’s Tranche 2 Investment is accounted for following the equity method, with undistributed equity earnings related to its Tranche 2 Investment included as a component of earnings in equity in income of affiliates and distributions received related to its Tranche 2 Investment are recorded as a reduction of its investment basis. In the event that a common unit adjustment is determined to be a negative number, the Founding Member can elect to either transfer and surrender to NCM the number of common units equal to all or part of such Founding Member’s common unit adjustment or to pay to NCM an amount equal to such Founding Member’s common unit adjustment calculated in accordance with the Common Unit Adjustment Agreement. If the Company then elects to surrender common units as part of a negative common unit adjustment, the Company would record a reduction to deferred revenue at the then fair value of the common units surrendered and a reduction of the Company’s Tranche 2 Investment at an amount equal to the weighted average cost for Tranche 2 common units, with the difference between the two values recorded as a gain or loss on sale of assets and other.

During March 2013, NCM performed its annual common unit adjustment calculation under the Common Unit Adjustment Agreement. As a result of the calculation, the Company received an additional 588,024 common units of NCM, each of which is convertible into one share of NCM, Inc. common stock. The Company recorded the additional common units received at fair value as part of its Tranche 2 Investment with a corresponding adjustment to deferred revenue of approximately $8,869. The deferred revenue will be recognized over the remaining term of the ESA, which is approximately 23 years.

During May 2013, the Company completed the Rave Acquisition (see Note 5), which required an extraordinary common unit adjustment calculation by NCM in accordance with the Common Unit Adjustment Agreement. As a result of this extraordinary common unit adjustment, the Company was granted an additional 5,315,837 common units of NCM, each of which is convertible into one share of NCM, Inc. common stock. The Company recorded the additional common units received at fair value as part of its Tranche 2 Investment with a corresponding adjustment to deferred revenue of approximately $89,928. The deferred revenue will be recognized over the remaining term of the ESA, which is approximately 23 years.

As of September 30, 2013, the Company owned a total of 23,998,505 common units of NCM, representing an ownership interest of approximately 20%.

Below is summary financial information for NCM for the three and six months ended June 27, 2013 (financial information was not yet available for the nine months ended September 26, 2013).

	Three Months Ended June  27, 2013		Six Months Ended June  27, 2013
Gross revenues	$	122,810	$	205,029
Operating income	$	57,928	$	79,563
Net earnings	$	41,153	$	46,778

14

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

8. Investment in Digital Cinema Implementation Partners

On February 12, 2007, the Company, AMC and Regal entered into a joint venture known as Digital Cinema Implementation Partners LLC (“DCIP”) to facilitate the implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digital cinema. On March 10, 2010, the Company signed a master equipment lease agreement and other related agreements (collectively the “agreements”) with Kasima LLC (“Kasima”), which is an indirect subsidiary of DCIP and a related party to the Company. As of September 30, 2013, the Company had a 33% voting interest in DCIP and a 24.3% economic interest in DCIP.

The Company has a variable interest in Kasima through the terms of its master equipment lease agreement; however, the Company has determined that it is not the primary beneficiary of Kasima, as the Company does not have the ability to direct the activities of Kasima that most significantly impact Kasima’s economic performance. The Company accounts for its investment in DCIP and its subsidiaries under the equity method of accounting. During the nine months ended September 30, 2013 and 2012, the Company recorded equity income of approximately $7,315 and $6,144, respectively, relating to this investment.

Below is a summary of changes in the Company’s investment in DCIP for the nine months ended September 30, 2013:

	Investment in
	DCIP
Balance as of January 1, 2013	$	23,012
Cash contributions		2,759
Equity in income		7,315
Equity in other comprehensive income		1,838
Balance as of September 30, 2013	$	34,924

The digital projection systems that are leased from Kasima are under an operating lease with an initial term of twelve years that contains ten one-year fair value renewal options. The equipment lease agreement also contains a fair value purchase option. Under the equipment lease agreement, the Company pays minimum annual rent of one thousand dollars per digital projection system for the first six and a half years from the effective date of the agreement and minimum annual rent of three thousand dollars per digital projection system beginning at six and a half years from the effective date through the end of the lease term. The Company is also subject to various types of other rent if such digital projection systems do not meet minimum performance requirements as outlined in the Agreements. Certain of the other rent payments are subject to either a monthly or an annual maximum. As of September 30, 2013, the Company had 3,556 digital projection systems being leased under the master equipment lease agreement with Kasima. The Company recorded equipment lease expense of approximately $5,930 and $5,827 during the nine months ended September 30, 2013 and 2012, respectively, which is included in utilities and other costs on the condensed consolidated statements of income.

Below is summary financial information for DCIP for the three and nine months ended September 30, 2013.

	Three Months Ended		Nine Months Ended
	September 30, 2013		September 30, 2013
Revenues	$	46,321	$	134,398
Operating income	$	29,748	$	85,274
Net income	$	16,530	$	30,793

15

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

9. Investment in Marketable Securities – RealD, Inc.

Under its license agreement with RealD, Inc. (“RealD”), during 2010 and 2011, the Company earned an aggregate of 1,222,780 options to purchase shares of common stock upon installation of a certain number of 3-D systems as outlined in the license agreement. Upon vesting in these options, the Company recorded an investment in RealD with an offset to deferred lease incentive liability. During March 2011, the Company exercised all of its options to purchase shares of common stock in RealD for $0.00667 per share.

The Company accounts for its investment in RealD as a marketable security. The Company has determined that its RealD shares are available-for-sale securities in accordance with ASC Topic 320-10-35-1, therefore unrealized holding gains and losses are reported as a component of accumulated other comprehensive loss until realized.

As of September 30, 2013, the Company owned 1,222,780 shares in RealD, with an estimated fair value of $8,559, which is based on the closing price of RealD’s common stock on September 30, 2013, and falls under Level 1 of the U.S. GAAP fair value hierarchy as defined by ASC Topic 820-10-35. During the nine months ended September 30, 2013, the Company recorded an unrealized holding loss of approximately $5,148, before taxes, as a component of accumulated other comprehensive loss on the condensed consolidated balance sheet.

Below is a summary of changes in the Company’s investment in RealD for the nine months ended September 30, 2013:

	Investment in RealD
Balance as of January 1, 2013	$	13,707
Unrealized holding loss		(5,148	)
Balance as of September 30, 2013	$	8,559

10. Share Based Awards

Stock Options –A summary of stock option activity and related information for Cinemark Holdings, Inc.’s stock options that are held by the Company’s employees for the nine months ended September 30, 2013 is as follows:

	Number of Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1, 2013		22,022		$	7.63
Exercised		(7,438	)	$	7.63
Outstanding at September 30, 2013		14,584		$	7.63	$	352
Options exercisable at September 30, 2013		14,584		$	7.63	$	352

All outstanding stock options were fully vested as of April 2, 2009. There were no stock options granted or forfeited during the nine months ended September 30, 2013. The total intrinsic value of options exercised during the nine months ended September 30, 2013 was $168. The Company recognized a tax benefit of approximately $71 during the nine months ended September 30, 2013 related to these stock option exercises. Options outstanding at September 30, 2013 have an average remaining contractual life of approximately one year.

Restricted Stock – During the nine months ended September 30, 2013, Cinemark Holdings, Inc. granted 220,526 shares of restricted stock to its directors and employees of the Company. The fair value of the restricted stock granted was determined based on the market value of Cinemark Holdings, Inc.’s common stock on the date of grant, which ranged from $27.92 to $29.44 per share. The Company assumed forfeiture rates ranging from 0% to 5% for the restricted stock awards. Restricted stock granted to Cinemark Holdings, Inc.’s directors vests over a one-year period. Certain of the restricted stock granted to employees vests over three years based on continued service and the remaining restricted stock granted to employees vests over four years based on continued service. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period.

16

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Below is a summary of restricted stock activity for the nine months ended September 30, 2013:

	Shares of			Weighted Average
	Restricted			Grant Date
	Stock			Fair Value
Outstanding at January 1, 2013		1,534,163		$	18.85
Granted		220,526		$	29.28
Vested		(461,060	)	$	15.50
Forfeited		(21,847	)	$	22.85
Outstanding at September 30, 2013		1,271,782		$	21.81
Unvested restricted stock at September 30, 2013		1,271,782		$	21.81

The Company receives an income tax deduction upon vesting of the restricted stock awards. The total fair value of shares in which the Company’s employees vested during the nine months ended September 30, 2013 was $12,440. The fair value of shares in which Cinemark Holdings, Inc.’s directors vested was $1,000 during the nine months ended September 30, 2013. The Company recognized a tax benefit of approximately $3,848 and Cinemark Holdings, Inc. recognized an additional benefit of $420 during the nine months ended September 30, 2013 related to these vested shares.

The Company recorded compensation expense of $7,220 and $7,454 related to restricted stock awards during the nine months ended September 30, 2013 and 2012, respectively. Cinemark Holdings, Inc. recognized additional compensation expense of $603 and $550, respectively, during the nine months ended September 30, 2013 and 2012. As of September 30, 2013, the remaining unrecognized compensation expense related to restricted stock awards was $16,850 and the weighted average period over which this remaining compensation expense will be recognized is approximately two years.

Restricted Stock Units– During the nine months ended September 30, 2013, Cinemark Holdings, Inc. granted restricted stock units representing 115,107 hypothetical shares of common stock to employees of the Company. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines an internal rate of return (“IRR”) during the three fiscal year period ending December 31, 2015 based on a formula utilizing a multiple of Adjusted EBITDA subject to certain specified adjustments as defined in the restricted stock unit award agreement. The financial performance factors for the restricted stock units have a threshold, target and maximum level of payment opportunity. If the IRR for the three year period is at least 8.5%, which is the threshold, one-third of the restricted stock units vest. If the IRR for the three year period is at least 10.5%, which is the target, two-thirds of the restricted stock units vest. If the IRR for the three year period is at least 12.5%, which is the maximum, 100% of the restricted stock units vest. Grantees are eligible to receive a ratable portion of the common stock issuable if the IRR is within the targets previously noted. All payouts of restricted stock units that vest will be subject to an additional one year service requirement and will be paid in the form of common stock if the participant continues to provide services through March 2017, which is the fourth anniversary of the grant date. Restricted stock unit award participants are eligible to receive dividend equivalent payments if and at the time the restricted stock unit awards vest.

Below is a table summarizing the potential number of shares that could vest under restricted stock unit awards granted during the nine months ended September 30, 2013 at each of the three target levels of financial performance (excluding forfeiture assumptions):

	Number of
	Shares		Value at
	Vesting		Grant
at IRR of at least 8.5%		38,366	$	1,129
at IRR of at least 10.5%		76,741	$	2,259
at IRR of at least 12.5%		115,107	$	3,389

Due to the fact that the IRR for the three year performance period could not be determined at the time of grant, the Company estimated that the most likely outcome is the achievement of the mid-point IRR level. The fair value of

17

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

the restricted stock unit awards was determined based on the market value of Cinemark Holdings, Inc.’s common stock on the date of grant, which was $29.44 per share. The Company assumed a forfeiture rate of 5% for the restricted stock unit awards. If during the service period, additional information becomes available to lead the Company to believe a different IRR level will be achieved for the three-year performance period, the Company will reassess the number of units that will vest for the grant and adjust its compensation expense accordingly on a prospective basis over the remaining service period.

The Company recorded compensation expense of $2,523 and $2,161 related to restricted stock unit awards during the nine months ended September 30, 2013 and 2012, respectively.

During the nine months ended September 30, 2013, 11,498 restricted stock unit awards were forfeited. During the nine months ended September 30, 2013, 295,751 restricted stock unit awards vested. Upon vesting, each restricted stock unit was converted into one share of Cinemark Holdings, Inc.’s common stock. In addition, Cinemark Holdings, Inc. paid approximately $939 in dividends on the vested restricted stock units, which represented dividends that had accumulated on the awards since they were granted. The fair value of the restricted stock unit awards that vested during the nine months ended September 30, 2013 was approximately $8,723. The Company recognized a tax benefit of approximately $3,663 during the nine months ended September 30, 2013 related to these vested awards.

As of September 30, 2013, the remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $4,602. The weighted average period over which this remaining compensation expense will be recognized is approximately one year. As of September 30, 2013, the Company had restricted stock units outstanding that represented a total of 802,529 hypothetical shares of common stock, net of actual cumulative forfeitures of 11,498 units, assuming the maximum IRR level is achieved for each of the grants.

11. Interest Rate Swap Agreements

The Company is currently a party to three interest rate swap agreements that are used to hedge interest rate risk associated with the variable interest rates on the Company’s term loan debt and qualify for cash flow hedge accounting. The fair values of the interest rate swaps are recorded on the Company’s condensed consolidated balance sheet as an asset or liability with the effective portion of the interest rate swaps’ gains or losses reported as a component of accumulated other comprehensive loss and the ineffective portion reported in earnings. The changes in fair values are reclassified from accumulated other comprehensive loss into earnings in the same period that the hedged items affect earnings.

The valuation technique used to determine fair value is the income approach and under this approach, the Company uses projected future interest rates as provided by counterparties to the interest rate swap agreements and the fixed rates that the Company is obligated to pay under these agreements. Therefore, the Company’s measurements use significant unobservable inputs, which fall in Level 3 of the U.S. GAAP hierarchy as defined by FASB ASC Topic 820-10-35. There were no changes in valuation techniques during the period and no transfers in or out of Level 3. See Note 14 for a summary of unrealized gains or losses recorded in accumulated other comprehensive loss and earnings.

18

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Below is a summary of the Company’s current interest rate swap agreements designated as cash flow hedges as of September 30, 2013:

Nominal Amount		Effective Date	Pay Rate			Receive Rate	Expiration Date	Current Liability (1)		Long-Term Liability (2)		Estimated Total Fair Value at September 30, 2013
	$175,000	December 2010		1.3975	%	1-Month LIBOR	September 2015	$	1,961	$	1,624	$	3,585
	$175,000	December 2010		1.4000	%	1-Month LIBOR	September 2015		1,991		1,614		3,605
	$100,000	November 2011		1.7150	%	1-Month LIBOR	April 2016		1,437		1,623		3,060
	$450,000							$	5,389	$	4,861	$	10,250

⁽¹⁾  Included in accounts payable and accrued expenses on the condensed consolidated balance sheet as of September 30, 2013.

⁽²⁾  Included in other long-term liabilities on the condensed consolidated balance sheet as of September 30, 2013.

The Company amortized approximately $2,470 to interest expense during the nine months ended September 30, 2012 related to a previously terminated interest rate swap agreement. The accumulated other comprehensive loss related to the terminated interest rate swap agreement became fully amortized in August 2012. See Note 14 for additional information about the Company’s fair value measurements related to its interest rate swap agreements.

The changes in accumulated other comprehensive loss, net of taxes, related to the Company’s interest rate swap agreements for the three months ended September 30, 2013 and 2012 were as follows:

	Interest Rate Swaps
	2013			2012
Beginning balances – July 1	$	(6,501	)	$	(10,338	)
Other comprehensive loss before reclassifications, net of taxes		(1,352	)		(5,000	)
Amounts reclassified from accumulated other comprehensive loss to interest expense		1,467			5,415
Net other comprehensive income	$	115		$	415
Ending balances – September 30	$	(6,386	)	$	(9,923	)

The changes in accumulated other comprehensive loss, net of taxes, related to the Company’s interest rate swap agreements for the nine months ended September 30, 2013 and 2012 were as follows:

	Interest Rate Swaps
	2013			2012
Beginning balances – January 1	$	(8,867	)	$	(12,358	)
Other comprehensive loss before reclassifications, net of taxes		(1,866	)		(11,219	)
Amounts reclassified from accumulated other comprehensive loss to interest expense		4,347			13,654
Net other comprehensive income	$	2,481		$	2,435
Ending balances – September 30	$	(6,386	)	$	(9,923	)

19

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

12. Goodwill and Other Intangible Assets

The Company’s goodwill was as follows:

	U.S. Operating Segment			International Operating Segment			Total
Balance at January 1, 2013(1)	$	956,997		$	193,814		$	1,150,811
Acquisition of U.S. theatres (Note 5)		203,827			—			203,827
Disposition of U.S. theatres (Note 5)		(10,353	)		—			(10,353	)
Foreign currency translation adjustments		—			(15,443	)		(15,443	)
Balance at September 30, 2013(1)	$	1,150,471		$	178,371		$	1,328,842

⁽¹⁾  Balances are presented net of accumulated impairment losses of $214,031 for the U.S. operating segment and $27,622 for the international operating segment.

The Company evaluates goodwill for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill might exceed its estimated fair value. The Company evaluates goodwill for impairment at the reporting unit level and has allocated goodwill to the reporting unit based on an estimate of its relative fair value. The Company considers the reporting unit to be each of its eighteen regions in the U.S. and each of its eight countries internationally (Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala are considered one reporting unit). Goodwill impairment is evaluated using a two-step approach requiring the Company to compute the fair value of a reporting unit and compare it with its carrying value. If the carrying value of the reporting unit exceeds the estimated fair value, a second step is performed to measure the potential goodwill impairment. Significant judgment is involved in estimating cash flows and fair value. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, are based on historical and projected operating performance, recent market transactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was seven and a half times for the evaluation performed during the fourth quarter of 2012.

No events or changes in circumstances occurred during the nine months ended September 30, 2013 that indicated the carrying value of goodwill might exceed its estimated fair value.

Intangible assets consisted of the following:

	Balance at January 1,											Balance at September 30,
	2013			Acquisitions (2)		Amortization			Other (1)			2013
Intangible assets with finite lives:
Gross carrying amount	$	71,921		$	44,487	$	—		$	(2,246	)	$	114,162
Accumulated amortization		(51,354	)		—		(4,207	)		726			(54,835	)
Total net intangible assets with finite lives	$	20,567		$	44,487	$	(4,207	)	$	(1,520	)	$	59,327
Intangible assets with indefinite lives:
Tradename		310,174			—		—			(529	)		309,645
Total intangible assets – net	$	330,741		$	44,487	$	(4,207	)	$	(2,049	)	$	368,972

⁽¹⁾  Consists primarily of foreign currency translation adjustments and the write-off of intangibles associated with theatres sold during the nine months ended September 30, 2013.

⁽²⁾  Consists of definite-lived tradename, favorable leases and other intangible assets (see Note 5).

20

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

��

Estimated aggregate future amortization expense for intangible assets is as follows:

For the three months ended December 31, 2013	$	1,909
For the twelve months ended December 31, 2014		6,934
For the twelve months ended December 31, 2015		6,641
For the twelve months ended December 31, 2016		6,418
For the twelve months ended December 31, 2017		5,773
Thereafter		31,652
Total	$	59,327

13. Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable.

The Company considers actual theatre level cash flows, future years budgeted theatre level cash flows, theatre property and equipment carrying values, amortizing intangible asset carrying values, the age of a recently built theatre, competitive theatres in the marketplace, the impact of recent ticket price changes, available lease renewal options and other factors considered relevant in its assessment of impairment of individual theatre assets. Long-lived assets are evaluated for impairment on an individual theatre basis, which the Company believes is the lowest applicable level for which there are identifiable cash flows. The impairment evaluation is based on the estimated undiscounted cash flows from continuing use through the remainder of the theatre’s useful life. The remainder of the useful life correlates with the available remaining lease period, which includes the probability of renewal periods for leased properties and a period of approximately twenty years for fee owned properties. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then compares the carrying value of the asset group (theatre) with its estimated fair value. When estimated fair value is determined to be lower than the carrying value of the asset group (theatre), the asset group (theatre) is written down to its estimated fair value. Significant judgment is involved in estimating cash flows and fair value. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, are based on historical and projected operating performance, recent market transactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was six and a half times for the evaluations performed during the nine months ended September 30, 2013 and 2012. As of September 30, 2013, the estimated aggregate fair value of the long-lived assets impaired during the nine months ended September 30, 2013 was approximately $327.

The long-lived asset impairment charges recorded during each of the periods presented are specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
United States theatre properties	$	131	$	884	$	901	$	1,261
International theatre properties		—		92		1,175		211
Impairment of long-lived assets	$	131	$	976	$	2,076	$	1,472

14. Fair Value Measurements

The Company determines fair value measurements in accordance with FASB ASC Topic 820, which establishes a fair value hierarchy under which an asset or liability is categorized based on the lowest level of input significant to its fair value measurement. The levels of input defined by FASB ASC Topic 820 are as follows:

Level 1 – quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date;

Level 2 – other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

21

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Level 3 – unobservable and should be used to measure fair value to the extent that observable inputs are not available.

Below is a summary of assets and liabilities measured at fair value on a recurring basis by the Company under FASB ASC Topic 820 as of September 30, 2013:

	Carrying			Fair Value
Description	Value			Level 1		Level 2		Level 3
Interest rate swap liabilities – current (see Note 11)	$	(5,389	)	$	—	$	—	$	(5,389	)
Interest rate swap liabilities – long-term (see Note 11)	$	(4,861	)	$	—	$	—	$	(4,861	)
Investment in RealD (see Note 9)	$	8,559		$	8,559	$	—	$	—

Below is a summary of assets and liabilities measured at fair value on a recurring basis by the Company under FASB ASC Topic 820 as of December 31, 2012:

	Carrying			Fair Value
Description	Value			Level 1		Level 2		Level 3
Interest rate swap liabilities – current (see Note 11)	$	(5,503	)	$	—	$	—	$	(5,503	)
Interest rate swap liabilities – long term (see Note 11)	$	(8,689	)	$	—	$	—	$	(8,689	)
Investment in RealD (see Note 9)	$	13,707		$	13,707	$	—	$	—

Below is a reconciliation of the beginning and ending balance for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Liabilities
	2013			2012
Beginning balances – January 1	$	14,192		$	16,576
Total loss included in accumulated other comprehensive loss		405			11,291
Total gain included in earnings		—			(761	)
Settlements		(4,347	)		(11,184	)
Ending balances – September 30	$	10,250		$	15,922

The Company also uses the income approach for fair value measurements on a nonrecurring basis in the impairment evaluations of its long-lived assets (see Note 12 and Note 13). Additionally, the Company uses the market approach to estimate the fair value of its long-term debt (see Note 4). There were no changes in valuation techniques during the period. There were no transfers in or out of Level 1, Level 2 or Level 3 during the nine months ended September 30, 2013.

15. Foreign Currency Translation

The accumulated other comprehensive loss account in stockholder’s equity of $37,698 and $83,517 at December 31, 2012 and September 30, 2013, respectively, includes cumulative foreign currency adjustments of $31,330 and $79,869, respectively, from translating the financial statements of the Company’s international subsidiaries, and also includes the change in fair values of the Company’s interest rate swap agreements that are designated as hedges and the change in fair value of the Company’s available-for-sale securities.

All foreign countries where the Company has operations are non-highly inflationary and the local currency is the same as the functional currency in all of the locations. Thus, any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated other comprehensive loss.

22

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Below is a summary of the impact of translating the September 30, 2013 financial statements of certain of the Company’s international subsidiaries:

							Other
							Comprehensive
							Loss for The
	Exchange Rate as of				Total Assets at		Nine Months Ended
Country	September 30, 2013		December 31, 2012		September 30, 2013		September 30, 2013
Brazil		2.28		2.05	$	330,871	$	(24,042	)
Argentina		5.74		4.91	$	128,482		(15,347	)
Mexico		13.08		13.02	$	117,884		(888	)
Colombia		1,919.51		1,768.23	$	54,619		(2,742	)
Peru		2.83		2.56	$	41,480		(3,461	)
All other								(2,059	)
							$	(48,539	)

16. Supplemental Cash Flow Information

The following is provided as supplemental information to the condensed consolidated statements of cash flows:

	Nine Months Ended
	September 30,
	2013			2012
Cash paid for interest	$	74,071		$	75,737
Cash paid for income taxes, net of refunds received	$	86,333		$	63,638
Noncash investing and financing activities:
Change in accounts payable and accrued expenses for the acquisition of theatre properties and equipment(1)	$	5,937		$	(9,943	)
Theatre properties acquired under capital lease (see Note 5)	$	66,545		$	3,802
Change in fair market values of interest rate swap agreements, net of taxes	$	2,481		$	(35	)
Investment in NCM – receipt of common units (see Note 7)	$	98,797		$	9,137
Change in fair market value of available-for-sale securities, net of taxes (see Note 9)	$	(5,148	)	$	764

⁽¹⁾  Additions to theatre properties and equipment included in accounts payable as of December 31, 2012 and September 30, 2013 were $4,685 and $10,622, respectively.

17. Segments

The Company manages its international market and its U.S. market as separate reportable operating segments, with the international segment consisting of operations in Brazil, Mexico, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala. Each segment’s revenue is derived from admissions and concession sales and other ancillary revenues, primarily screen advertising. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.

23

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Below is a breakdown of selected financial information by reportable operating segment:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues
U.S.	$	529,426		$	416,165		$	1,412,898		$	1,271,155
International		231,771			220,633			627,843			598,880
Eliminations		(3,631	)		(3,225	)		(9,780	)		(8,038	)
Total revenues	$	757,566		$	633,573		$	2,030,961		$	1,861,997
Adjusted EBITDA
U.S.	$	133,076		$	94,794		$	342,658		$	303,200
International		57,370			53,832			142,874			143,428
Total Adjusted EBITDA	$	190,446		$	148,626		$	485,532		$	446,628
Capital expenditures
U.S.	$	35,746		$	27,357		$	71,533		$	74,160
International		33,354			25,583			87,955			72,367
Total capital expenditures	$	69,100		$	52,940		$	159,488		$	146,527

The following table sets forth a reconciliation of net income to Adjusted EBITDA:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Net income	$	81,036		$	48,252		$	135,687		$	143,937
Add (deduct):
Income taxes		43,572			29,625			63,365			88,802
Interest expense(1)		29,478			30,861			96,542			94,369
Loss on early retirement of debt		—			—			72,302			—
Other income(2)		(12,795	)		(9,455	)		(17,958	)		(14,940	)
Depreciation and amortization(3)		42,399			36,897			120,165			110,054
Impairment of long-lived assets		131			976	��		2,076			1,472
(Gain) loss on sale of assets and other		611			6,699			(2,532	)		8,004
Deferred lease expenses		1,935			997			4,038			3,327
Amortization of long-term prepaid rents		725			678			2,104			1,988
Share based awards compensation expense		3,354			3,096			9,743			9,615
Adjusted EBITDA	$	190,446		$	148,626		$	485,532		$	446,628

⁽¹⁾  Includes amortization of debt issue costs.

⁽²⁾  Includes interest income, foreign currency exchange gain (loss) and equity in income of affiliates and excludes distributions from NCM. Distributions from NCM are reported entirely within the U.S. operating segment.

⁽³⁾ Includes amortization of favorable/unfavorable leases.

24

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Financial Information About Geographic Areas

Below is a breakdown of selected financial information by geographic area:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Revenues	2013			2012			2013			2012
U.S.	$	529,426		$	416,165		$	1,412,898		$	1,271,155
Brazil		87,028			82,457			251,831			244,487
Other international countries		144,743			138,176			376,012			354,393
Eliminations		(3,631	)		(3,225	)		(9,780	)		(8,038	)
Total	$	757,566		$	633,573		$	2,030,961		$	1,861,997

Theatre Properties and Equipment-net	September 30, 2013		December 31, 2012
U.S.	$	1,043,261	$	940,922
Brazil		186,998		190,990
Other international countries		186,764		173,046
Total	$	1,417,023	$	1,304,958

18. Related Party Transactions

The Company manages theatres for Laredo Theatre, Ltd. (“Laredo”). The Company is the sole general partner and owns 75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law. Lee Roy Mitchell is Cinemark Holdings, Inc.’s Chairman of the Board and directly and indirectly owns approximately 8.5% of Cinemark Holdings, Inc.’s common stock. Under the agreement, management fees are paid by Laredo to the Company at a rate of 5% of annual theatre revenues up to $50,000 and 3% of annual theatre revenues in excess of $50,000. The Company recorded $444 and $404 of management fee revenues during the nine months ended September 30, 2013 and 2012, respectively. All such amounts are included in the Company’s condensed consolidated financial statements with the intercompany amounts eliminated in consolidation.

The Company leases 18 theatres and one parking facility from Syufy Enterprises, LP (“Syufy”) or affiliates of Syufy. Raymond Syufy is one of Cinemark Holdings, Inc.’s directors and is an officer of the general partner of Syufy. Of these 19 leases, 16 have fixed minimum annual rent. The three leases without minimum annual rent have rent based upon a specified percentage of gross sales as defined in the lease with no minimum annual rent. For the nine months ended September 30, 2013 and 2012, the Company paid total rent of approximately $17,543 and $19,441, respectively, to Syufy.

The Company has paid certain fees and expenses on behalf of its parent, Cinemark Holdings, Inc. and Cinemark Holdings, Inc. has paid income taxes and other items on behalf of the Company. The net receivable from Cinemark Holdings, Inc. as of September 30, 2013 and December 2012 was $4,799 and $0, respectively.

19. Commitments and Contingencies

From time to time, the Company is involved in various legal proceedings arising from the ordinary course of its business operations, such as personal injury claims, employment matters, landlord-tenant disputes, patent claims and contractual disputes, some of which are covered by insurance. The Company believes its potential liability with respect to proceedings currently pending is not material, individually or in the aggregate, to the Company’s financial position, results of operations and cash flows.

25

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

20. Condensed Consolidating Financial Information of Subsidiary Guarantors

As of September 30, 2013, the Company had outstanding $400,000 aggregate principal amount of 5.125% senior notes due 2022, or the 5.125% Senior Notes, $530,000 aggregate principal amount of 4.875% senior notes due 2023, or the 4.875% Senior Notes, and $200,000 aggregate principal amount of 7.375% senior subordinated notes due 2021, or the Senior Subordinated Notes (collectively the “Notes”). The condensed consolidating financial statement information for the three and nine months ended September 30, 2012 have been recast to reflect the subsidiary guarantors as of December 31, 2012. These Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the following subsidiaries of Cinemark USA, Inc.:

Sunnymead Cinema Corp., Cinemark Properties, Inc., Greeley Holdings, Inc., Trans Texas Cinema, Inc., Inc., Cinemark Partners I, Inc., Multiplex Services, Inc., CNMK Investments, Inc., CNMK Texas Properties, LLC., Cinemark Concessions LLC, Century Theatres, Inc., Marin Theatre Management, LLC, Century Theatres NG, LLC, Cinearts LLC, Cinearts Sacramento, LLC, Corte Madera Theatres, LLC, Novato Theatres, LLC, San Rafael Theatres, LLC, Northbay Theatres, LLC, Century Theatres Summit Sierra, LLC and Century Theatres Seattle, LLC.

The following supplemental condensed consolidating financial information presents:

a. Condensed consolidating balance sheet information as of December 31, 2012 and September 30, 2013, condensed consolidating statements of income information for the three and nine months ended September 30, 2012 and 2013, condensed consolidating statements of comprehensive income information for the three and nine months ended September 30, 2012 and 2013 and condensed consolidating statements of cash flows information for the nine months ended September 30, 2012 and 2013.

b. Cinemark USA, Inc. (the “Parent” and “Issuer”), combined Guarantor Subsidiaries and combined Non-Guarantor Subsidiaries with their investments in subsidiaries accounted for using the equity method of accounting and therefore, the Parent column reflects the equity income of its Guarantor Subsidiaries and Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone Guarantor Subsidiaries and Non-Guarantor Subsidiaries column. Additionally, the Guarantor Subsidiaries column reflects the equity income (loss) of its Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone Non-Guarantor Subsidiaries column.

c. Elimination entries necessary to consolidate the Parent and all of its Subsidiaries

26

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

DECEMBER 31, 2012

	Parent		Subsidiary		Subsidiary
	Company		Guarantors		Non-Guarantors		Eliminations			Consolidated
	(In thousands)
Assets
Current assets
Cash and cash equivalents	$	305,627	$	193,863	$	242,605	$	—		$	742,095
Other current assets		52,358		14,599		76,834		(41,294	)		102,497
Accounts receivable from parent and/or subsidiaries		338,278		—		—		(338,278	)		—
Total current assets		696,263		208,462		319,439		(379,572	)		844,592
Theatre properties and equipment – net		341,091		580,595		383,272		—			1,304,958
Investment in subsidiaries		1,087,263		423,812		—		(1,511,075	)		—
Other assets		1,185,478		140,192		393,670		(6,478	)		1,712,862
Total assets	$	3,310,095	$	1,353,061	$	1,096,381	$	(1,897,125	)	$	3,862,412
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	7,000	$	—	$	2,546	$	—		$	9,546
Current portion of capital lease obligations		2,070		6,682		2,312		—			11,064
Accounts payable and accrued expenses		119,057		84,235		150,044		(36,755	)		316,581
Accounts payable to parent or subsidiaries		—		273,776		64,502		(338,278	)		—
Total current liabilities		128,127		364,693		219,404		(375,033	)		337,191
Long-term liabilities
Long-term debt, less current portion		1,754,464		—		—					1,754,464
Capital lease obligations, less current portion		28,182		85,765		25,160		—			139,107
Other long-term liabilities and deferrals		314,029		83,590		148,836		(11,017	)		535,438
Total long-term liabilities		2,096,675		169,355		173,996		(11,017	)		2,429,009
Commitments and contingencies
Equity
Cinemark USA, Inc.’s stockholder’s equity:
Common stock		49,543		457,368		10,218		(467,586	)		49,543
Other stockholder’s equity		1,035,750		361,645		681,844		(1,043,489	)		1,035,750
Total Cinemark USA, Inc. stockholder’s equity		1,085,293		819,013		692,062		(1,511,075	)		1,085,293
Noncontrolling interests		—		—		10,919		—			10,919
Total equity		1,085,293		819,013		702,981		(1,511,075	)		1,096,212
Total liabilities and equity	$	3,310,095	$	1,353,061	$	1,096,381	$	(1,897,125	)	$	3,862,412

27

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

SEPTEMBER 30, 2013

	Parent		Subsidiary		Subsidiary
	Company		Guarantors		Non-Guarantors		Eliminations			Consolidated
	(In thousands)
Assets
Current assets
Cash and cash equivalents	$	43,304	$	177,695	$	258,602	$	—		$	479,601
Other current assets		98,679		14,755		77,364		(70,117	)		120,681
Accounts receivable from parent and/or subsidiaries		427,246		—		—		(422,447	)		4,799
Total current assets		569,229		192,450		335,966		(492,564	)		605,081
Theatre properties and equipment – net		431,367		593,153		392,503		—			1,417,023
Investment in subsidiaries		1,185,336		420,502		—		(1,605,838	)		—
Other assets		1,413,240		141,210		517,418		(6,453	)		2,065,415
Total assets	$	3,599,172	$	1,347,315	$	1,245,887	$	(2,104,855	)	$	4,087,519
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	7,000	$	—	$	2,014	$	—		$	9,014
Current portion of capital lease obligations		3,858		7,754		2,561		—			14,173
Accounts payable and accrued expenses		177,284		65,199		121,815		(63,417	)		300,881
Accounts payable to parent or subsidiaries		—		218,950		203,497		(422,447	)		—
Total current liabilities		188,142		291,903		329,887		(485,864	)		324,068
Long-term liabilities
Long-term debt, less current portion		1,817,750		—		—					1,817,750
Capital lease obligations, less current portion		91,373		86,643		29,898		—			207,914
Other long-term liabilities and deferrals		396,433		90,948		147,288		(13,153	)		621,516
Total long-term liabilities		2,305,556		177,591		177,186		(13,153	)		2,647,180
Commitments and contingencies
Equity
Cinemark USA, Inc.’s stockholder’s equity:
Common stock		49,543		457,368		10,219		(467,587	)		49,543
Other stockholder’s equity		1,055,931		420,453		717,798		(1,138,251	)		1,055,931
Total Cinemark USA, Inc. stockholder’s equity		1,105,474		877,821		728,017		(1,605,838	)		1,105,474
Noncontrolling interests		—		—		10,797		—			10,797
Total equity		1,105,474		877,821		738,814		(1,605,838	)		1,116,271
Total liabilities and equity	$	3,599,172	$	1,347,315	$	1,245,887	$	(2,104,855	)	$	4,087,519

28

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION

THREE MONTHS ENDED SEPTEMBER 30, 2012

	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Revenues	$	161,616		$	253,469		$	227,249		$	(8,761	)	$	633,573
Cost of operations
Theatre operating expenses		129,699			175,362			161,552			(8,761	)		457,852
General and administrative expenses		5,156			17,382			14,001			—			36,539
Depreciation and amortization		8,518			15,348			13,031			—			36,897
Impairment of long-lived assets		692			192			92			—			976
Loss on sale of assets and other		151			6,458			90			—			6,699
Total cost of operations		144,216			214,742			188,766			(8,761	)		538,963
Operating income		17,400			38,727			38,483			—			94,610
Other income (expense)
Interest expense		(27,605	)		(2,527	)		(734	)		5			(30,861	)
Distributions from NCM		—			—			4,673			—			4,673
Equity in income of affiliates		57,705			23,494			6,844			(81,199	)		6,844
Other income		9			1			2,606			(5	)		2,611
Total other income		30,109			20,968			13,389			(81,199	)		(16,733	)
Income before income taxes		47,509			59,695			51,872			(81,199	)		77,877
Income taxes		(161	)		13,896			15,890			—			29,625
Net income		47,670			45,799			35,982			(81,199	)		48,252
Less: Net income attributable to noncontrolling interests		—			—			582			—			582
Net income attributable to Cinemark USA, Inc.	$	47,670		$	45,799		$	35,400		$	(81,199	)	$	47,670

29

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION

THREE MONTHS ENDED SEPTEMBER 30, 2013

	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Revenues	$	232,878		$	295,742		$	238,986		$	(10,040	)	$	757,566
Cost of operations
Theatre operating expenses		182,367			196,579			167,932			(10,040	)		536,838
General and administrative expenses		5,554			20,292			16,072			—			41,918
Depreciation and amortization		11,927			15,742			14,730			—			42,399
Impairment of long-lived assets		40			91			—			—			131
(Gain) loss on sale of assets and other		(114	)		516			209			—			611
Total cost of operations		199,774			233,220			198,943			(10,040	)		621,897
Operating income		33,104			62,522			40,043			—			135,669
Other income (expense)
Interest expense		(25,838	)		(2,461	)		(1,179	)		—			(29,478	)
Distributions from NCM		—			—			5,622			—			5,622
Equity in income of affiliates		74,472			22,212			11,734			(96,685	)		11,733
Other income (expense)		52			(15	)		1,025			—			1,062
Total other income		48,686			19,736			17,202			(96,685	)		(11,061	)
Income before income taxes		81,790			82,258			57,245			(96,685	)		124,608
Income taxes		1,480			22,819			19,273			—			43,572
Net income		80,310			59,439			37,972			(96,685	)		81,036
Less: Net income attributable to noncontrolling interests		—			—			726			—			726
Net income attributable to Cinemark USA, Inc.	$	80,310		$	59,439		$	37,246		$	(96,685	)	$	80,310

30

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2012

	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Revenues	$	494,461		$	775,139		$	618,430		$	(26,033	)	$	1,861,997
Cost of operations
Theatre operating expenses		394,290			528,505			441,144			(26,033	)		1,337,906
General and administrative expenses		13,980			52,887			38,616			—			105,483
Depreciation and amortization		24,856			45,119			40,079			—			110,054
Impairment of long-lived assets		828			434			210			—			1,472
(Gain) loss on sale of assets and other		819			7,374			(189	)		—			8,004
Total cost of operations		434,773			634,319			519,860			(26,033	)		1,562,919
Operating income		59,688			140,820			98,570			—			299,078
Other income (expense)
Interest expense		(84,553	)		(7,700	)		(2,192	)		76			(94,369	)
Distributions from NCM		1,383			—			11,707			—			13,090
Equity in income of affiliates		164,390			65,508			9,622			(229,898	)		9,622
Other income		95			17			5,282			(76	)		5,318
Total other income		81,315			57,825			24,419			(229,898	)		(66,339	)
Income before income taxes		141,003			198,645			122,989			(229,898	)		232,739
Income taxes		(1,079	)		52,720			37,161			—			88,802
Net income		142,082			145,925			85,828			(229,898	)		143,937
Less: Net income attributable to noncontrolling interests		—			—			1,855			—			1,855
Net income attributable to Cinemark USA, Inc.	$	142,082		$	145,925		$	83,973		$	(229,898	)	$	142,082

31

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2013

	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Revenues	$	587,621		$	824,399		$	647,885		$	(28,944	)	$	2,030,961
Cost of operations
Theatre operating expenses		465,004			553,536			466,098			(28,944	)		1,455,694
General and administrative expenses		17,495			56,224			45,319			—			119,038
Depreciation and amortization		31,471			46,995			41,699			—			120,165
Impairment of long-lived assets		648			253			1,175			—			2,076
(Gain) loss on sale of assets and other		(3,505	)		1,178			(205	)		—			(2,532	)
Total cost of operations		511,113			658,186			554,086			(28,944	)		1,694,441
Operating income		76,508			166,213			93,799			—			336,520
Other income (expense)
Interest expense		(85,308	)		(7,443	)		(3,791	)		—			(96,542	)
Loss on early retirement of debt		(72,302	)		—			—			—			(72,302	)
Distributions from NCM		125			—			13,293			—			13,418
Equity in income of affiliates		186,157			54,861			15,840			(241,019	)		15,839
Other income (expense)		94			(10	)		2,035			—			2,119
Total other income		28,766			47,408			27,377			(241,019	)		(137,468	)
Income before income taxes		105,274			213,621			121,176			(241,019	)		199,052
Income taxes		(28,647	)		60,444			31,568			—			63,365
Net income		133,921			153,177			89,608			(241,019	)		135,687
Less: Net income attributable to noncontrolling interests		—			—			1,766			—			1,766
Net income attributable to Cinemark USA, Inc.	$	133,921		$	153,177		$	87,842		$	(241,019	)	$	133,921

32

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION

THREE MONTHS ENDED SEPTEMBER 30, 2012

	Parent Company			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Net income	$	47,670		$	45,799	$	35,982		$	(81,199	)	$	48,252
Other comprehensive income (loss), net of tax
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes of $48		(79	)		—		—			—			(79	)
Unrealized loss due to fair value adjustments on available-for-sale securities, net of taxes of $2,760		(4,601	)		—		—			—			(4,601	)
Amortization of accumulated other comprehensive loss on terminated interest rate swap agreement		494			—		—			—			494
Foreign currency translation adjustments		7,343			—		7,354			(7,343	)		7,354
Total other comprehensive income, net of tax		3,157			—		7,354			(7,343	)		3,168
Total comprehensive income, net of tax		50,827			45,799		43,336			(88,542	)		51,420
Comprehensive income attributable to noncontrolling interests		—			—		(593	)		—			(593	)
Comprehensive income attributable to Cinemark USA, Inc.	$	50,827		$	45,799	$	42,743		$	(88,542	)	$	50,827

33

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION

THREE MONTHS ENDED SEPTEMBER 30, 2013

	Parent Company			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Net income	$	80,310		$	59,439	$	37,972		$	(96,685	)	$	81,036
Other comprehensive income (loss), net of tax
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $70		115			—		—			—			115
Unrealized loss due to fair value adjustments on available-for-sale securities, net of taxes of $3,181		(5,256	)		—		—			—			(5,256	)
Other comprehensive income in equity method investments		1,776			—		1,776			(1,776	)		1,776
Foreign currency translation adjustments		(9,413	)		—		(9,518	)		9,413			(9,518	)
Total other comprehensive loss, net of tax		(12,778	)		—		(7,742	)		7,637			(12,883	)
Total comprehensive income, net of tax	$	67,532		$	59,439	$	30,230		$	(89,048	)	$	68,153
Comprehensive income attributable to noncontrolling interests		—			—		(621	)		—			(621	)
Comprehensive income attributable to Cinemark USA, Inc.	$	67,532		$	59,439	$	29,609		$	(89,048	)	$	67,532

34

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2012

	Parent Company			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Net income	$	142,082		$	145,925	$	85,828		$	(229,898	)	$	143,937
Other comprehensive income (loss), net of tax
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes of $72		(35	)		—		—			—			(35	)
Unrealized gain due to fair value adjustments on available-for-sale securities, net of taxes of $459		764			—		—			—			764
Amortization of accumulated other comprehensive loss on terminated interest rate swap agreement		2,470			—		—			—			2,470
Foreign currency translation adjustments		(15,904	)		—		(16,086	)		15,904			(16,086	)
Total other comprehensive loss, net of tax		(12,705	)		—		(16,086	)		15,904			(12,887	)
Total comprehensive income, net of tax		129,377			145,925		69,742			(213,994	)		131,050
Comprehensive income attributable to noncontrolling interests		—			—		(1,673	)		—			(1,673	)
Comprehensive income attributable to Cinemark USA, Inc.	$	129,377		$	145,925	$	68,069		$	(213,994	)	$	129,377

35

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2013

	Parent Company			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Net income	$	133,921		$	153,177	$	89,608		$	(241,019	)	$	135,687
Other comprehensive income (loss), net of tax
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $1,461		2,481			—		—			—			2,481
Unrealized loss due to fair value adjustments on available-for-sale securities, net of taxes of $1,933		(3,215	)		—		—			—			(3,215	)
Other comprehensive income in equity method investments		3,454			—		3,454			(3,454	)		3,454
Foreign currency translation adjustments		(48,539	)		—		(48,759	)		48,539			(48,759	)
Total other comprehensive loss, net of tax		(45,819	)		—		(45,305	)		45,085			(46,039	)
Total comprehensive income, net of tax	$	88,102		$	153,177	$	44,303		$	(195,934	)	$	89,648
Comprehensive income attributable to noncontrolling interests		—			—		(1,546	)		—			(1,546	)
Comprehensive income attributable to Cinemark USA, Inc.	$	88,102		$	153,177	$	42,757		$	(195,934	)	$	88,102

36

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2012

	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Operating activities
Net income	$	142,082		$	145,925		$	85,828		$	(229,898	)	$	143,937
Adjustments to reconcile net income to cash provided by operating activities		(124,486	)		(3,159	)		33,169			229,898			135,422
Changes in assets and liabilities		64,461			(86,586	)		16,533			—			(5,592	)
Net cash provided by operating activities		82,057			56,180			135,530			—			273,767
Investing activities
Additions to theatre properties and equipment		(35,122	)		(38,516	)		(72,889	)		—			(146,527	)
Proceeds from sale of theatre properties and equipment		13			77			647			—			737
Acquisition of theatre in U.S.		—			(14,080	)		—			—			(14,080	)
Net transactions with affiliates		9,024			15,022			—			(24,046	)		—
Investment in DCIP and other		—			—			(1,375	)		—			(1,375	)
Net cash used for investing activities		(26,085	)		(37,497	)		(73,617	)		(24,046	)		(161,245	)
Financing activities
Dividends paid to parent		(71,750	)		(10,826	)		(5,881	)		16,707			(71,750	)
Payroll taxes paid as a result of restricted stock withholdings		—			(3,263	)		—			—			(3,263	)
Repayments of long-term debt		(6,933	)		—			(2,118	)		—			(9,051	)
Net changes in intercompany notes		—			—			(7,339	)		7,339			—
Payments on capital leases		(1,361	)		(4,340	)		(1,257	)		—			(6,958	)
Other		469			—			(430	)		—			39
Net cash used for financing activities		(79,575	)		(18,429	)		(17,025	)		24,046			(90,983	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(2,114	)		—			(2,114	)
Increase (decrease) in cash and cash equivalents		(23,603	)		254			42,774			—			19,425
Cash and cash equivalents:
Beginning of year		101,175			202,621			217,457			—			521,253
End of year	$	77,572		$	202,875		$	260,231		$	—		$	540,678

37

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2013

	Parent Company			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
	(In thousands)
Operating activities
Net income	$	133,921		$	153,177		$	89,608		$	(241,019	)	$	135,687
Adjustments to reconcile net income to cash provided by (used for) operating activities and other		(180,891	)		2,420			34,568			241,019			97,116
Changes in assets and liabilities and other		40,026			(92,332	)		(2,132	)		—			(54,438	)
Net cash provided by (used for) operating activities		(6,944	)		63,265			122,044			—			178,365
Investing activities
Additions to theatre properties and equipment		(15,490	)		(55,649	)		(88,349	)		—			(159,488	)
Proceeds from sale of theatre properties and equipment and other		21,073			8,325			482			—			29,880
Acquisitions of theatres in U.S., net of cash acquired		(241,253	)		(17,994	)		—			—			(259,247	)
Net transactions with affiliates		1,881			6			—			(1,887	)		—
Other		—			—			(5,080	)		—			(5,080	)
Net cash used for investing activities		(233,789	)		(65,312	)		(92,947	)		(1,887	)		(393,935	)
Financing activities
Dividends paid to parent		(76,575	)		—			(1,887	)		1,887			(76,575	)
Issuance of senior notes		530,000			—			—			—			530,000
Redemption of senior notes		(461,946	)		—			—			—			(461,946	)
Net repayments of long-term debt		(5,250	)		—			(337	)		—			(5,587	)
Payment of debt issue costs		(9,328	)		—			—			—			(9,328	)
Payments on capital leases		(1,979	)		(5,036	)		(1,465	)		—			(8,480	)
Purchase of noncontrolling interest share of Adamark S.A., a Brazilian subsidiary		—			(5,621	)		—			—			(5,621	)
Other		3,488			(3,464	)		(666	)		—			(642	)
Net cash used for financing activities		(21,590	)		(14,121	)		(4,355	)		1,887			(38,179	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(8,745	)		—			(8,745	)
Increase (decrease) in cash and cash equivalents		(262,323	)		(16,168	)		15,997			—			(262,494	)
Cash and cash equivalents:
Beginning of year		305,627			193,863			242,605			—			742,095
End of year	$	43,304		$	177,695		$	258,602		$	—		$	479,601

38

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes and schedules included elsewhere in this report.

We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Mexico, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala. As of September 30, 2013, we managed our business under two reportable operating segments — U.S. markets and international markets. See Note 17 to our condensed consolidated financial statements.

We generate revenues primarily from box office receipts and concession sales with additional revenues from screen advertising sales and other revenue streams, such as vendor marketing promotions, meeting rentals and electronic video games located in some of our theatres. Our contracts with NCM have assisted us in expanding our offerings to domestic advertisers and broadening ancillary revenue sources such as digital video monitor advertising, third party branding, and the use of our domestic theatres for alternative entertainment, such as live and pre-recorded sports programs, concert events, the opera, and other special presentations. Our revenues are affected by changes in attendance and concession revenues per patron. Attendance is primarily affected by the quality and quantity of films released by motion picture studios. Films leading the box office during the nine months ended September 30, 2013 includedIron Man 3, Despicable Me 2, Man of Steel, Monsters University, Fast & Furious 6, Oz: The Great and Powerful, Star Trek Into Darkness, World War Z, The Croods, The Heat, The Great Gatsbyand We’re The Millers,among other films. Films currently scheduled for release during the remainder of 2013 include sequels such asThe Hunger Games: Catching Fire, The Hobbit: The Desolation of Smaug, Thor: The Dark Worldand highly anticipated original titles such as Gravity, Ender’s Game, Walking with Dinosaurs, Saving Mr. Banks, American Hustle, The Secret Life of Walter Mitty andFrozen,among other films.

Film rental costs are variable in nature and fluctuate with our admissions revenues. Film rental costs as a percentage of revenues are generally higher for periods in which more blockbuster films are released. Film rental costs can also vary based on the length of a film’s run. Film rental rates are generally negotiated on a film-by-film and theatre-by-theatre basis. Advertising costs, which are expensed as incurred, are primarily fixed at the theatre level as daily movie directories placed in newspapers represent the largest component of advertising costs. The monthly cost of these advertisements is based on, among other things, the size of the directory and the frequency and size of the newspaper’s circulation.

Concession supplies expense is variable in nature and fluctuates with our concession revenues. We purchase concession supplies to replace units sold. We negotiate prices for concession supplies directly with concession vendors and manufacturers to obtain volume rates.

Although salaries and wages include a fixed cost component (i.e. the minimum staffing costs to operate a theatre facility during non-peak periods), salaries and wages move in relation to revenues as theatre staffing is adjusted to respond to changes in attendance.

Facility lease expense is primarily a fixed cost at the theatre level as most of our facility leases require a fixed monthly minimum rent payment. Certain of our leases are subject to percentage rent only while others are subject to percentage rent in addition to their fixed monthly rent if a target annual revenue level is achieved. Facility lease expense as a percentage of revenues is also affected by the number of theatres under operating leases, the number of theatres under capital leases and the number of fee-owned theatres.

Utilities and other costs include certain costs that have both fixed and variable components such as utilities, property taxes, janitorial costs, repairs and maintenance and security services.

39

Results of Operations

The following table sets forth, for the periods indicated, certain operating data and the percentage of revenues represented by certain items reflected in our condensed consolidated statements of income. On May 29, 2013, we completed the Rave Acquisition, which consisted of 32 theatres with 483 screens. The results of operations for these 32 theatres are reflected as of the date of acquisition.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Operating data (in millions):
Revenues
Admissions	$	479.6		$	402.4		$	1,293.5		$	1,194.3
Concession		242.3			200.1			643.4			581.3
Other		35.7			31.1			94.1			86.4
Total revenues	$	757.6		$	633.6		$	2,031.0		$	1,862.0
Cost of operations
Film rentals and advertising		254.8			214.0			692.2			636.7
Concession supplies		39.0			33.0			104.0			93.2
Salaries and wages		73.2			63.7			198.8			184.5
Facility lease expense		85.1			72.9			230.8			213.1
Utilities and other		84.7			74.3			229.8			210.4
General and administrative expenses		41.9			36.5			119.0			105.4
Depreciation and amortization		42.4			36.9			120.2			110.1
Impairment of long-lived assets		0.2			1.0			2.1			1.5
(Gain) loss on sale of assets and other		0.6			6.7			(2.5	)		8.0
Total cost of operations		621.9			539.0			1,694.4			1,562.9
Operating income	$	135.7		$	94.6		$	336.6		$	299.1
Operating data as a percentage of total revenues:
Revenues
Admissions		63.3	%		63.5	%		63.7	%		64.1	%
Concession		32.0	%		31.6	%		31.7	%		31.2	%
Other		4.7	%		4.9	%		4.6	%		4.7	%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of operations(1)
Film rentals and advertising		53.1	%		53.2	%		53.5	%		53.3	%
Concession supplies		16.1	%		16.5	%		16.2	%		16.0	%
Salaries and wages		9.7	%		10.1	%		9.8	%		9.9	%
Facility lease expense		11.2	%		11.5	%		11.4	%		11.4	%
Utilities and other		11.2	%		11.7	%		11.3	%		11.3	%
General and administrative expenses		5.5	%		5.8	%		5.9	%		5.7	%
Depreciation and amortization		5.6	%		5.8	%		5.9	%		5.9	%
Impairment of long-lived assets		0.0	%		0.2	%		0.1	%		0.1	%
(Gain) loss on sale of assets and other		0.1	%		1.1	%		(0.1	)%		0.4	%
Total cost of operations		82.1	%		85.1	%		83.4	%		83.9	%
Operating income		17.9	%		14.9	%		16.6	%		16.1	%
Average screen count (month end average)		5,793			5,207			5,524			5,189
Revenues per average screen (dollars)	$	130,772		$	121,677		$	367,661		$	358,856

⁽¹⁾  All costs are expressed as a percentage of total revenues, except film rentals and advertising, which are expressed as a percentage of admissions revenues and concession supplies, which are expressed as a percentage of concession revenues.

40

Three months ended September 30, 2013 versus September 30, 2012

Revenues. Total revenues increased $124.0 million to $757.6 million for the three months ended September 30, 2013 (“third quarter of 2013”) from $633.6 million for the three months ended September 30, 2012 (“third quarter of 2012), representing a 19.6% increase. The table below, presented by reportable operating segment, summarizes our period-over-period revenue performance and certain key performance indicators that impact our revenues.

	U.S. Operating Segment							International Operating Segment							Consolidated
	Three Months Ended September 30,							Three Months Ended September 30,							Three Months Ended September 30,
	2013		2012		% Change			2013		2012		% Change			2013		2012		% Change
Admissions revenues (1)	$	337.9	$	265.3		27.4	%	$	141.7	$	137.1		3.4	%	$	479.6	$	402.4		19.2	%
Concession revenues (1)	$	171.1	$	135.6		26.2	%	$	71.2	$	64.5		10.4	%	$	242.3	$	200.1		21.1	%
Other revenues (1) (2)	$	16.8	$	12.1		38.8	%	$	18.9	$	19.0		(0.5	)%	$	35.7	$	31.1		14.8	%
Total revenues (1) (2)	$	525.8	$	413.0		27.3	%	$	231.8	$	220.6		5.1	%	$	757.6	$	633.6		19.6	%
Attendance (1)		50.6		41.2		22.8	%		30.4		28.5		6.7	%		81.0		69.7		16.2	%

⁽¹⁾  Amounts in millions.

⁽²⁾  U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 17 of our condensed consolidated financial statements.

• U.S. The increase in admissions revenues of $72.6 million was attributable to a 22.8% increase in attendance and a 3.7% increase in average ticket price from $6.44 for the third quarter of 2012 to $6.68 for the third quarter of 2013. The increase in concession revenues of $35.5 million was attributable to the 22.8% increase in attendance and a 2.7% increase in concession revenues per patron from $3.29 for the third quarter of 2012 to $3.38 for the third quarter of 2013. The increase in attendance was partly due to the solid slate of films released during the third quarter of 2013. Our revenues and attendance for the third quarter of 2013 also benefited from the inclusion of the 32 Rave theatres acquired on May 29, 2013 (see Note 5 to the condensed consolidated financial statements). The increase in average ticket price was primarily due to the pricing at acquired theatres and price increases. The increase in concession revenues per patron was primarily due to incremental sales and price increases. The increase in other revenues was primarily attributable to the 22.8% increase in attendance, which resulted in increases in screen advertising, video game and other promotional revenues.

• International. The increase in admissions revenues of $4.6 million was attributable to a 6.7% increase in attendance partially offset by a 3.1% decrease in average ticket price from $4.81 for the third quarter of 2012 to $4.66 for the third quarter of 2013. The increase in concession revenues of $6.7 million was attributable to the 6.7% increase in attendance and a 3.5% increase in concession revenues per patron from $2.26 for the third quarter of 2012 to $2.34 for the third quarter of 2013. The decrease in average ticket price was primarily due to the unfavorable impact of exchange rates in certain countries in which we operate. The increase in concession revenues per patron was primarily due to incremental sales and price increases, partially offset by the unfavorable impact of exchange rates in certain countries in which we operate.

Cost of Operations. The table below summarizes certain of our period-over-period theatre operating costs by reportable operating segment (in millions).

	U.S. Operating Segment				International Operating Segment				Consolidated
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2013		2012		2013		2012		2013		2012
Film rentals and advertising	$	185.3	$	146.9	$	69.5	$	67.1	$	254.8	$	214.0
Concession supplies		23.0		17.9		16.0		15.1		39.0		33.0
Salaries and wages		53.0		44.1		20.2		19.6		73.2		63.7
Facility lease expense		58.5		47.4		26.6		25.5		85.1		72.9
Utilities and other		57.5		47.8		27.2		26.5		84.7		74.3

41

• U.S. Film rentals and advertising costs were $185.3 million, or 54.8% of admissions revenues, for the third quarter of 2013 compared to $146.9 million, or 55.4% of admissions revenues, for the third quarter of 2012. The increase in film rentals and advertising costs was due to the $72.6 million increase in admissions revenues, partially offset by a decrease in the film rentals and advertising rate. The decrease in the film rentals and advertising rate was primarily due to the mix of films released during the third quarter of 2013 compared to the third quarter of 2012. Concession supplies expense was $23.0 million, or 13.4% of concession revenues, for the third quarter of 2013 compared to $17.9 million, or 13.2% of concession revenues, for the third quarter of 2012. The increase in the concession supplies rate was primarily due to increases in inventory procurement costs on certain concession products and the impact of special concession promotions that help drive incremental concession sales.

Salaries and wages increased to $53.0 million for the third quarter of 2013 from $44.1 million for the third quarter of 2012. Facility lease expense increased to $58.5 million for the third quarter of 2013 from $47.4 million for the third quarter of 2012. Utilities and other costs increased to $57.5 million for the third quarter of 2013 from $47.8 million for the third quarter of 2012. All of the above-mentioned theatre operating costs for the third quarter of 2013 increased due to the inclusion of the 32 Rave theatres acquired on May 29, 2013 (see Note 5 to the condensed consolidated financial statements). Salaries and wages were also impacted by higher staffing levels to support the 22.8% increase in attendance.

• International. Film rentals and advertising costs were $69.5 million, or 49.0% of admissions revenues, for the third quarter of 2013 compared to $67.1 million, or 48.9% of admissions revenues, for the third quarter of 2012. Concession supplies expense was $16.0 million, or 22.5% of concession revenues, for the third quarter of 2013 compared to $15.1 million, or 23.4% of concession revenues, for the third quarter of 2012. The decrease in the concession supplies rate is primarily due to concession sales price increases.

Salaries and wages increased to $20.2 million for the third quarter of 2013 from $19.6 million for the third quarter of 2012 primarily due to increased wage rates and new theatres. Facility lease expense increased to $26.6 million for the third quarter of 2013 from $25.5 million for the third quarter of 2012 primarily due to new theatres. Utilities and other costs increased to $27.2 million for the third quarter of 2013 from $26.5 million for the third quarter of 2012 primarily due to new theatres.

General and Administrative Expenses. General and administrative expenses increased to $41.9 million for the third quarter of 2013 from $36.5 million for the third quarter of 2012. The increase was primarily due to increased salaries and incentive compensation expense of approximately $3.4 million, increased service charges of approximately $1.7 million related to increased credit card transactions and increased professional fees of approximately $0.8 million.

Depreciation and Amortization. Depreciation and amortization expense was $42.4 million during the third quarter of 2013 compared to $36.9 million during the third quarter of 2012. The increase was primarily due to new theatres, including the 32 Rave theatres acquired on May 29, 2013.

Impairment of Long-Lived Assets. We recorded asset impairment charges on assets held and used of $0.2 million during the third quarter of 2013 compared to $1.0 million during the third quarter of 2012. Impairment charges for the third quarter of 2013 consisted of U.S. theatre properties, impacting two of our twenty-six reporting units. Impairment charges for the third quarter of 2012 consisted of U.S. and international theatre properties, impacting seven of our twenty-four reporting units. The long-lived asset impairment charges recorded during each of the periods presented were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre.

Loss on Sale of Assets and Other. We recorded a loss on sale of assets and other of $0.6 million during the third quarter of 2013 compared to $6.7 million during the third quarter of 2012. The loss recorded during the third quarter of 2013 was primarily due to the retirement of theatre equipment replaced during the period. The loss recorded during the third quarter of 2012 was primarily due to a lease termination reserve recorded for a planned theatre closure.

Interest Expense. Interest costs incurred, including amortization of debt issue costs, were $29.5 million during the third quarter of 2013 compared to $30.9 million during the third quarter of 2012.

Distributions from NCM. We recorded distributions from NCM of $5.6 million during the third quarter of 2013 compared to $4.7 million during the third quarter of 2012, which were in excess of the carrying value of our Tranche 1 investment. See Note 7 to our condensed consolidated financial statements.

42

Equity in Income of Affiliates. We recorded equity in income of affiliates of $11.7 million during the third quarter of 2013 compared to $6.8 million during the third quarter of 2012. The equity in income of affiliates recorded during the third quarter of 2013 primarily included income of approximately $4.6 million related to our equity investment in DCIP (see Note 8 to our condensed consolidated financial statements) and income of approximately $7.1 million related to our equity investment in NCM (see Note 7 to our condensed consolidated financial statements). The equity in income of affiliates recorded during the third quarter of 2012 primarily included income of approximately $3.1 million related to our equity investment in DCIP and income of approximately $3.7 million related to our equity investment in NCM.

Income Taxes. Income tax expense of $43.6 million was recorded for the third quarter of 2013 compared to $29.6 million for the third quarter of 2012. The effective tax rate was 35.0% for the third quarter of 2013 compared to 38.0% for the third quarter of 2012. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Nine months ended September 30, 2013 versus September 30, 2012

Revenues. Total revenues increased $169.0 million to $2,031.0 million for the nine months ended September 30, 2013 (“the 2013 period”) from $1,862.0 million for the nine months ended September 30, 2012 (“the 2012 period”), representing a 9.1% increase. The table below, presented by reportable operating segment, summarizes our period-over-period revenue performance and certain key performance indicators that impact our revenues.

	U.S. Operating Segment							International Operating Segment							Consolidated
	Nine Months Ended September 30,							Nine Months Ended September 30,							Nine Months Ended September 30,
	2013		2012		% Change			2013		2012		% Change			2013		2012		% Change
Admissions revenues(1)	$	908.4	$	819.1		10.9	%	$	385.1	$	375.2		2.6	%	$	1,293.5	$	1,194.3		8.3	%
Concession revenues(1)	$	453.3	$	408.7		10.9	%	$	190.1	$	172.6		10.1	%	$	643.4	$	581.3		10.7	%
Other revenues(1) (2)	$	41.4	$	35.4		16.9	%	$	52.7	$	51.0		3.3	%	$	94.1	$	86.4		8.9	%
Total revenues(1) (2)	$	1,403.1	$	1,263.2		11.1	%	$	627.9	$	598.8		4.9	%	$	2,031.0	$	1,862.0		9.1	%
Attendance(1)		132.2		123.0		7.5	%		79.6		77.0		3.4	%		211.8		200.0		5.9	%

⁽¹⁾  Amounts in millions.

⁽²⁾  U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 17 of our condensed consolidated financial statements.

• U.S. The increase in admissions revenues of $89.3 million was attributable to a 7.5% increase in attendance and a 3.2% increase in average ticket price from $6.66 for the 2012 period to $6.87 for the 2013 period. The increase in concession revenues of $44.6 million was attributable to the 7.5% increase in attendance and a 3.3% increase in concession revenues per patron from $3.32 for the 2012 period to $3.43 for the 2013 period. Our revenues and attendance for the 2013 period also benefited from the inclusion of the 32 Rave theatres acquired on May 29, 2013 (see Note 5 to the condensed consolidated financial statements). The increase in average ticket price was primarily due to price increases and the pricing at acquired theatres. The increase in concession revenues per patron was primarily due to incremental sales and price increases. The increase in other revenues was primarily attributable to the 7.5% increase in attendance, which resulted in increases in screen advertising, video game and other promotional revenues.

• International. The increase in admissions revenues of $9.9 million was attributable to a 3.4% increase in attendance partially offset by a 0.6% decrease in average ticket price from $4.87 for the 2012 period to $4.84 for the 2013 period. The increase in concession revenues of $17.5 million was attributable to the 3.4% increase in attendance and a 6.7% increase in concession revenues per patron from $2.24 for the 2012 period to $2.39 for the 2013 period. The increase in attendance was due to new theatres. The decrease in average ticket price was primarily due to the unfavorable impact of exchange rates in certain countries in which we operate. The increase in concession revenues per patron was primarily due to incremental sales and price increases, partially offset by the unfavorable impact of exchange rates in certain countries in which we operate.

43

Cost of Operations. The table below summarizes certain of our period-over-period theatre operating costs by reportable operating segment (in millions).

	U.S. Operating Segment				International Operating Segment				Consolidated
	Nine Months  Ended September 30,				Nine Months  Ended September 30,				Nine Months  Ended September 30,
	2013		2012		2013		2012		2013		2012
Film rentals and advertising	$	502.6	$	453.7	$	189.6	$	183.0	$	692.2	$	636.7
Concession supplies		62.3		52.8		41.7		40.4		104.0		93.2
Salaries and wages		140.2		130.0		58.6		54.5		198.8		184.5
Facility lease expense		157.2		143.1		73.6		70.0		230.8		213.1
Utilities and other		150.9		139.0		78.9		71.4		229.8		210.4

U.S. Film rentals and advertising costs were $502.6 million, or 55.3% of admissions revenues for the 2013 period compared to $453.7 million, or 55.4% of admissions revenues, for the 2012 period. Concession supplies expense was $62.3 million, or 13.7% of concession revenues, for the 2013 period compared to $52.8 million, or 12.9% of concession revenues, for the 2012 period. The increase in the concession supplies rate was primarily due to increased inventory procurement costs on certain concession products and the impact of special concession promotions that help drive incremental concession sales.

Salaries and wages increased to $140.2 million for the 2013 period from $130.0 million for the 2012 period. Facility lease expense increased to $157.2 million for the 2013 period from $143.1 million for the 2012 period. Utilities and other costs increased to $150.9 million for the 2013 period from $139.0 million for the 2012 period. All of the above-mentioned theatre operating costs for the 2013 period increased primarily due to the inclusion of the 32 Rave theatres acquired on May 29, 2013 (see Note 5 to the condensed consolidated financial statements).

• International. Film rentals and advertising costs were $189.6 million, or 49.2% of admissions revenues, for the 2013 period compared to $183.0 million, or 48.8% of admissions revenues, for the 2012 period. Concession supplies expense was $41.7 million, or 21.9% of concession revenues, for the 2013 period compared to $40.4 million, or 23.4% of concession revenues, for the 2012 period. The decrease in the concession supplies rate is primarily due to concession sales price increases.

Salaries and wages increased to $58.6 million for the 2013 period from $54.5 million for the 2012 period primarily due to increased wage rates and new theatres. Facility lease expense increased to $73.6 million for the 2013 period from $70.0 million for the 2012 period primarily due to increased common area maintenance expenses and new theatres. Utilities and other costs increased to $78.9 million for the 2013 period from $71.4 million for the 2012 period primarily due to new theatres and increased property taxes.

General and Administrative Expenses. General and administrative expenses increased to $119.0 million for the 2013 period from $105.4 million for the 2012 period. The increase was primarily due to increased salaries and incentive compensation expense of approximately $7.1 million and increased professional fees of approximately $4.7 million.

Depreciation and Amortization. Depreciation and amortization expense was $120.2 million for the 2013 period compared to $110.1 million for the 2012 period. The increase was primarily due to new theatres, including the 32 Rave theatres acquired on May 29, 2013.

Impairment of Long-Lived Assets. We recorded asset impairment charges on assets held and used of $2.1 million for the 2013 period compared to $1.5 million for the 2012 period. Impairment charges for the 2013 period consisted of U.S. and international theatre properties, impacting ten of our twenty-six reporting units. Impairment charges for the 2012 period consisted of U.S. and international theatre properties, impacting twelve of our twenty-four reporting units. The long-lived asset impairment charges recorded during each of the periods presented were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre.

(Gain) Loss on Sale of Assets and Other. We recorded a gain on sale of assets and other of $2.5 million during the 2013 period compared to a loss of $8.0 million during the 2012 period. The gain recorded during the 2013 period was primarily a result of a gain on sale of a land parcel in the U.S., partially offset by the retirement of theatre equipment replaced during the period. The loss recorded during the 2012 period was primarily due to a lease termination reserve recorded for a planned theatre closure and the retirement of certain theatre equipment that was replaced during the period.

44

Interest Expense. Interest costs incurred, including amortization of debt issue costs, were $96.5 million for the 2013 period compared to $94.4 million for the 2012 period. The increase was primarily due to the issuance of the 4.875% Senior Notes on May 24, 2013 with the net proceeds not utilized to pay off the former 8.625% Senior Notes until June 24, 2013. See Note 4 to our condensed consolidated financial statements for further discussion of our recent long-term debt activity.

Loss on Early Retirement of Debt. We recorded a loss on early retirement of debt of approximately $72.3 million during the 2013 period as a result of the redemption of Cinemark USA, Inc.’s 8.625% Senior Notes on June 24, 2013. The loss on early retirement of debt included approximately $56.6 million for a make-whole premium paid and the write-off of approximately $8.0 million in unamortized bond discount and $7.6 million in unamortized debt issue costs and the payment of $0.1 million of other fees. See Note 4 to our condensed consolidated financial statements.

Distributions from NCM. We recorded distributions from NCM of $13.4 million during the 2013 period and $13.1 million during the 2012 period, which were in excess of the carrying value of our Tranche 1 investment. See Note 7 to our condensed consolidated financial statements.

Equity in Income of Affiliates. We recorded equity in income of affiliates of $15.8 million during the 2013 period compared to $9.6 million during the 2012 period. The equity in income of affiliates recorded during the 2013 period primarily included income of approximately $7.3 million related to our equity investment in DCIP (see Note 8 to our condensed consolidated financial statements) and income of approximately $8.5 million related to our equity investment in NCM (see Note 7 to our condensed consolidated financial statements). The equity in income of affiliates recorded during the 2012 period primarily included income of approximately $6.1 million related to our equity investment in DCIP and income of approximately $3.5 million related to our equity investment in NCM.

Income Taxes. Income tax expense of $63.4 million was recorded for the 2013 period compared to $88.8 million for the 2012 period. The effective tax rate was 31.8% for the 2013 period compared to 38.2% for the 2012 period. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate. The effective tax rate for the 2013 period reflects the impact of items related to our Mexico subsidiaries.

45

Item 4. Controls and Procedures

Evaluation of the Effectiveness of Disclosure Controls and Procedures

As of September 30, 2013, we carried out an evaluation required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2013, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the quarter ended September 30, 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material changes from legal proceedings previously reported under “Business – Legal Proceedings” in the Company’s Annual Report on Form 10-K filed March 19, 2013.

Item 1A. Risk Factors

There have been no material changes from risk factors previously disclosed in “Risk Factors” in the Company’s Annual Report on Form 10-K filed March 19, 2013.

Item 5. Other Information

As required by the indentures governing the Company’s 5.125% Senior Notes, 4.875% Senior Notes and Senior Subordinated Notes, the Company has included in this filing, interim financial information for its subsidiaries that have been designated as unrestricted subsidiaries, as defined by the indentures. As required by these indentures, the Company has included a condensed consolidating balance sheet and condensed consolidating statements of income, comprehensive income and cash flows for the Company and its subsidiaries. These supplementary schedules separately identify the Company’s restricted subsidiaries and unrestricted subsidiaries as required by the indentures.

Supplemental Schedules Specified by the Senior Notes Indentures and the Senior Subordinated Notes Indenture:

	Page
Unaudited Condensed Consolidating Balance Sheet Information as of September 30, 2013		47
Unaudited Condensed Consolidating Statement of Income Information for the nine months ended September 30, 2013		48
Unaudited Condensed Consolidating Statement of Comprehensive Income Information for the nine months ended September 30, 2013		49
Unaudited Condensed Consolidating Statement of Cash Flows Information for the nine months ended September 30, 2013		50

46

CINEMARK USA, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

SEPTEMBER 30, 2013

(In thousands)

	Restricted Group		Unrestricted Group			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	354,958	$	124,643		$	—		$	479,601
Other current assets		253,866		(128,386	)		—			125,480
Total current assets		608,824		(3,743	)		—			605,081
Theatre properties and equipment, net		1,417,023		—			—			1,417,023
Other assets		1,875,768		216,666			(27,019	)		2,065,415
Total assets	$	3,901,615	$	212,923		$	(27,019	)	$	4,087,519
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	9,014	$	—		$	—		$	9,014
Current portion of capital lease obligations		14,173		—			—			14,173
Accounts payable and accrued expenses		300,881		—			—			300,881
Total current liabilities		324,068		—			—			324,068
Long-term liabilities
Long-term debt, less current portion		1,817,750		—			—			1,817,750
Capital lease obligations, less current portion		207,914		—			—			207,914
Other long-term liabilities and deferrals		516,998		104,518			—			621,516
Total long-term liabilities		2,542,662		104,518			—			2,647,180
Commitments and contingencies
Equity		1,034,885		108,405			(27,019	)		1,116,271
Total liabilities and equity	$	3,901,615	$	212,923		$	(27,019	)	$	4,087,519

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes and senior subordinated notes.

47

CINEMARK USA, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2013

(In thousands)

	Restricted Group			Unrestricted Group			Eliminations		Consolidated
Revenues	$	2,030,961		$	—		$	—	$	2,030,961
Cost of operations
Theatre operating costs		1,455,694			—			—		1,455,694
General and administrative expenses		119,037			1			—		119,038
Depreciation and amortization		120,165			—			—		120,165
Impairment of long-lived assets		2,076			—			—		2,076
Gain on sale of assets and other		(2,532	)		—			—		(2,532	)
Total cost of operations		1,694,440			1			—		1,694,441
Operating income (loss)		336,521			(1	)		—		336,520
Other income (expense)		(166,637	)		29,169			—		(137,468	)
Income before income taxes		169,884			29,168			—		199,052
Income taxes		52,427			10,938			—		63,365
Net income		117,457			18,230			—		135,687
Less: Net income attributable to noncontrolling interests		1,766			—			—		1,766
Net income attributable to Cinemark USA, Inc.	$	115,691		$	18,230		$	—	$	133,921

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes and senior subordinated notes.

48

CINEMARK USA, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2013

(In thousands)

	Restricted Group			Unrestricted Group		Eliminations		Consolidated
Net income	$	117,457		$	18,230	$	—	$	135,687
Other comprehensive income (loss), net of tax
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $1,461		2,481			—		—		2,481
Unrealized gain due to fair value adjustments on available-for-sale securities, net of taxes of $1,933		(3,215	)		—		—		(3,215	)
Other comprehensive income in equity method investments		—			3,454		—		3,454
Foreign currency translation adjustments		(48,759	)		—		—		(48,759	)
Total other comprehensive income (loss), net of tax		(49,493	)		3,454		—		(46,039	)
Total comprehensive income, net of tax		67,964			21,684		—		89,648
Comprehensive income attributable to noncontrolling interests		(1,546	)		—		—		(1,546	)
Comprehensive income attributable to Cinemark USA, Inc.	$	66,418		$	21,684	$	—	$	88,102

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes and senior subordinated notes.

49

CINEMARK USA, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

NINE MONTHS ENDED SEPTEMBER 30, 2013

(In thousands)

	Restricted Group			Unrestricted Group			Eliminations		Consolidated
Operating activities
Net income	$	117,457		$	18,230		$	—	$	135,687
Adjustments to reconcile net income to cash provided by operating activities		105,311			(8,195	)		—		97,116
Changes in assets and liabilities		(66,382	)		11,944			—		(54,438	)
Net cash provided by operating activities		156,386			21,979			—		178,365
Investing activities
Additions to theatre properties and equipment		(159,488	)		—			—		(159,488	)
Proceeds from sale of theatre properties and equipment		29,880			—			—		29,880
Acquisitions of theatres in the U.S., net of cash acquired		(259,247	)		—			—		(259,247	)
Investment in DCIP and other		—			(5,080	)		—		(5,080	)
Net cash used for investing activities		(388,855	)		(5,080	)		—		(393,935	)
Financing activities
Dividends paid to parent		(76,575	)		—			—		(76,575	)
Issuance of senior notes		530,000			—			—		530,000
Redemption of senior notes		(461,946	)		—			—		(461,946	)
Net repayments of long-term debt		(5,587	)		—			—		(5,587	)
Payment of debt issue costs		(9,328	)		—			—		(9,328	)
Payments on capital leases		(8,480	)		—			—		(8,480	)
Purchase of noncontrolling interest share of Adamark S.A., a Brazilian subsidiary		(5,621	)		—			—		(5,621	)
Other		(642	)		—			—		(642	)
Net cash used for financing activities		(38,179	)		—			—		(38,179	)
Effect of exchange rate changes on cash and cash equivalents		(8,745	)		—			—		(8,745	)
Increase (decrease) in cash and cash equivalents		(279,393	)		16,899			—		(262,494	)
Cash and cash equivalents:
Beginning of year		634,351			107,744			—		742,095
End of year	$	354,958		$	124,643		$	—	$	479,601

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes and senior subordinated notes.

50

Item 6. Exhibits

10.10(a)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Stadium 14, Sacramento, CA (incorporated by reference to Exhibit 10.10(a) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(b)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.10(b) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(c)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit 10.10(c) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(d)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Cinema 16, Mountain View, CA (incorporated by reference to Exhibit 10.10(d) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(e)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.10(e) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(f)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.10(f) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(g)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of July 1, 1996, by and between SYNM Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (incorporated by reference to Exhibit 10.10(g) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(h)	Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of October 1, 1996, by and between Stadium Promenade LLC, as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA (incorporated by reference to Exhibit 10.10(h) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(i)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.10(i) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(j)	Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA (incorporated by reference to Exhibit 10.10(j) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(k)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.10(k) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(l)	Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between SYUT Properties, Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres of Utah, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.10(l) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(m)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Northridge 14, Salinas, CA (incorporated by reference to Exhibit 10.10(m) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(n)	Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.10(n) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
*31.1	Certification of Tim Warner, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Robert Copple, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Tim Warner, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Robert Copple, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
*101	Financial Statements from the quarterly report on Form 10-Q of Cinemark USA, Inc. for the quarter ended September 30, 2013, filed November 8, 2013, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements tagged as detailed text.

* filed herewith.

51

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CINEMARK USA, INC. Registrant
DATE: November 8, 2013
	/s/ Tim Warner
	Tim Warner
	Chief Executive Officer
	/s/ Robert Copple
	Robert Copple Chief Financial Officer

52

EXHIBIT INDEX

10.10(a)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Stadium 14, Sacramento, CA (incorporated by reference to Exhibit 10.10(a) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(b)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.10(b) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(c)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit 10.10(c) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(d)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Cinema 16, Mountain View, CA (incorporated by reference to Exhibit 10.10(d) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(e)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.10(e) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(f)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.10(f) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(g)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of July 1, 1996, by and between SYNM Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (incorporated by reference to Exhibit 10.10(g) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(h)	Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of October 1, 1996, by and between Stadium Promenade LLC, as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA (incorporated by reference to Exhibit 10.10(h) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(i)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.10(i) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(j)	Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA (incorporated by reference to Exhibit 10.10(j) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(k)	Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.10(k) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(l)	Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between SYUT Properties, Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres of Utah, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.10(l) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(m)	Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Northridge 14, Salinas, CA (incorporated by reference to Exhibit 10.10(m) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
10.10(n)	Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.10(n) to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No.001-33401, filed on November 7, 2013).
*31.1	Certification of Tim Warner, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Robert Copple, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Tim Warner, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Robert Copple, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
*101	Financial Statements from the quarterly report on Form 10-Q of Cinemark USA, Inc. for the quarter ended September 30, 2013, filed November 8, 2013, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements tagged as detailed text.

* filed herewith.